Senseonics Holdings Inc美股招股说明书（2026年4月30日版）

Common Stock We are offeringshares of our common stock, par value $0.001 per share and, in lieu of offeringshares of our common stock to certain investors, pre-funded warrants to purchase up toshares ofcommon stock, pursuant to this prospectus supplement and accompanying prospectus. The purchase price ofeach pre-funded warrant is the price per share at which shares of common stock are being sold in thisoffering, minus $0.001, which is the exercise price of each pre-funded warrant. This prospectus supplement Our common stock is listed on the Nasdaq Global Select Market under the symbol “SENS.” The lastreported sale price of our common stock on the Nasdaq Global Select Market on April29, 2026 was $6.43per share. There is no established public trading market for the pre-funded warrants, and we do not expect amarket to develop. In addition, we do not intend to apply for a listing of the pre-funded warrants on theNasdaq Global Select Market, any other national securities exchange or any other nationally recognized We are a “smaller reporting company” under applicable Securities and Exchange Commission (“SEC”)rules and are subject to reduced public company reporting requirements. See “Prospectus SupplementSummary — Implications of Being a Smaller Reporting Company.” Investing in our common stock involves a high degree of risk. You should read this entire prospectussupplement and the accompanying prospectus carefully. See “Risk factors” beginning on page S-6and in thedocuments incorporated by reference into this prospectus supplement before investing in our common stock. We have granted the underwriters an option to purchase additional shares of our common stock at thesame price set forth above, within 30days from the date of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. Barclays TD Cowen Mizuho ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of a “shelf” registration statement onForm S-3 (File No. 333-289306) that wefiled with the SEC on August6, 2025, which was declared effective by the SEC on August18, 2025. Thisdocument is in two parts. The first part is this prospectus supplement, which describes the specific terms ofthis offering of common stock and adds to and updates information contained in the accompanyingprospectus and the documents incorporated by reference herein. The second part, the accompanyingprospectus, provides more general information, some of which may not apply to this offering. Generally,when we refer to this prospectus, we are referring to both parts of this document combined. To the extentthere is a conflict between the information contained in this prospectus supplement and the information We further note that the representations, warranties and covenants made by us in any agreement that isfiled as an exhibit to any document that is incorporated by reference herein were made solely for the benefitof the parties to such agreement, including, in some cases, for the purpose of allocating risk among theparties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. We have not, and the underwriters have not, authorized anyone to provide any information other thanthat contained or incorporated by reference in this prospectus supplement, the accompanying prospectus orin any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take noresponsibility for, and can provide no assurance as to the reliability of, any other information that othersmay give you. This prospectus supplement and the accompanying prospectus do not constitute an offer tosell, or a solicitation of an offer to purchase, the securities offered by this prospectus supplement and theaccompanying prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful tomake such offer or solicitation of an offer in such jurisdiction. The information contained in this prospectussupplement or the accompanying prospectus, or incorporated by reference herein or therein is accurate onlyas of the respective dates thereof, regardless of the time of delivery of this prospectus supplement and theaccompanying prospectus or of any sale of our common stock. It is important for you to read and consider We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictionswhere offers and sales are permitted. The distribution of this prospectus supplement and the accompanyingprospectus and the offering of the common stock in certain jurisdictions may be restricted by law. Personsoutside the United States who come into possession of this prospectus supplement and the accompanyingprospectus must inform themselves about, and observe any re