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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the Quarterly Period Ended March 31, 2026

or

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☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number: 001-37717

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Senseonics Holdings, Inc.

(Exact name of registrant as specified in its charter)

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20451 Seneca Meadows Parkway

Germantown, MD 20876-7005

(301) 515-7260

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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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There were 41,802,965 shares of common stock, par value $0.001, outstanding as of May 4, 2026.

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Senseonics Holdings, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Senseonics Holdings, Inc.

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Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Senseonics Holdings, Inc.

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Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

(in thousands)

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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Senseonics Holdings, Inc.

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Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Senseonics Holdings, Inc.

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Notes to Unaudited Condensed Consolidated Financial Statements

1.Organization and Nature of Operations

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Business

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Senseonics Holdings, Inc., a Delaware corporation, is a medical technology company focused on the design, development and commercialization of long-term, implantable continuous glucose monitoring (“CGM”) systems to improve the lives of people with diabetes by enhancing their ability to manage their disease with relative ease and accuracy.

Senseonics, Incorporated is a wholly owned subsidiary of Senseonics Holdings, Inc. and was originally incorporated on October 30, 1996, and commenced operations on January 15, 1997. Eon Care Services, LLC and Eon Management Services, LLC are wholly owned subsidiaries of Senseonics, Incorporated formed in April 2024 and July 2024, respectively. In connection with the transition of commercialization activities in Europe, the Company established wholly owned subsidiaries in Italy, Germany, Spain and Sweden in late 2025 and early 2026 to support local commercial operations and distribution activities. Senseonics Holdings, Inc. and its consolidated subsidiaries and affiliated entities, including its consolidated variable interest entities (“VIEs”) are hereinafter collectively referred to as the “Company”, unless otherwise indicated or the context otherwise requires.

Reverse Stock Split

On October 17, 2025, at 4:05 p.m. Eastern Time (the “Effective Time”), the Company effected a 1-for-20 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”) and a proportionate reduction in the total number of authorized shares of its common stock from 1,400,000,000 shares to 70,000,000 shares, as authorized by the Company’s stockholders at the Company’s 2025 special meeting of stockholders held on September 29, 2025 and approved by the Company’s board of directors on October 3, 2025. As a result of the Reverse Stock Split, every 20 shares of issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value of $0.001 per share. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders entitled to a fractional share received a cash payment based on the average closing sales price of the Company’s common stock on the NYSE American for the five trading days immediately preceding the Effective Time. All historical share and per share amounts reflected throughout the financial statements have been adjusted to reflect the Reverse Stock Split. Proportionate adjustments were made to the per share exercise price and the number of shares of common stock that may be purchased upon exercise of outstanding stock options and warrants and the number of shares of common stock reserved for future issuance under the Company’s equity compensation plans.

Transfer to Nasdaq Stock Exchange

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On November 14, 2025, the Company provided written notice to NYSE American of its determination to make a voluntary withdrawal of the Company’s common stock from the NYSE American to the Nasdaq Global Select Market (“Nasdaq”). The Company ended trading on the NYSE American effective after the market closed on November 14, 2025 and began trading on Nasdaq under the existing ticker symbol “SENS” on November 17, 2025.

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2.Liquidity and Capital Resources

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The Company has not generated significant profit from the sale of products and its ability to generate revenue and achieve profitability largely depends on the Company’s ability to successfully expand the commercialization of its implantable continuous glucose monitoring systems, including the Eversense E3 system (“Eversense E3”) and the Eversense 365 system (“Eversense 365” and, together with Eversense E3, “Eversense” or the “Eversense Systems”), continue the development of its products and product upgrades, and to obtain necessary regulatory approvals or certifications for the sale of those products. These activities including the costs associated with our plans to transition the commercial activities back to the Company (as further described in Note 4) will require significant uses of working capital through 2026 and beyond.

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The Company generated total net loss of $(69.1) million and $(78.6) million for the years ended December 31, 2025 and 2024, respectively. For the three months ended March 31, 2026, the Company had a net loss of $32.3 million and an accumulated deficit of $1.0 billion. To date, the Company has funded its operations principally through the issuance of preferred stock, common stock, warrants, convertible notes and debt. As of March 31, 2026, the Company had unrestricted cash, cash equivalents and marketable securities of $64.3 million.

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Several actions have been taken by the Company with regards to liquidity and to manage our cash flows for the year ended December 31, 2025, the three months ended March 31, 2026 and subsequent to March 31, 2026. These actions included, but were not limited to, the completion of multiple equity financing transactions during 2025, including an underwritten public offering and private placement resulting in aggregate net proceeds of approximately $72.2 million, approximately $30.8 million in net proceeds received under the Equity Distribution Agreement (as described in Note 13) from March 2024 through March 2025, and approximately $3.5 million in net proceeds from the sale of 478,067 shares under the Sales Agreement (as described in Note 13) during the three months ended March 31, 2026. In addition, subsequent to March 31, 2026, the Company completed additional equity and debt financing transactions as discussed below.

On May 4, 2026, the Company completed an underwritten public offering (the “Public Offering”) of 8,000,000 shares of its common stock at a public offering price of $5.00 per share and, in lieu of common stock, pre-funded warrants to purchase 8,000,000 shares of common stock at a purchase price of $4.999 per pre-funded warrant share. In connection with the offering, the Company granted the underwriters a 30-day option to purchase up to an additional 2,400,000 shares of common stock at the public offering price, less underwriting discounts and commissions, which the underwriters exercised in full. As a result, the total gross proceeds to the Company from the offering were approximately $92.0 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company. The net proceeds to the Company are estimated to be approximately $86.0 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Public Offering is further described in Note 13.

On May 1, 2026, the Company entered into a Second Amendment to its Loan and Security Agreement with Hercules Capital, Inc. (the “Amended Loan Agreement”), pursuant to which the lenders agreed to make available to the Company up to $140.0 million in senior secured term loans. The facility consists of (i) an initial term loan of $35.0 million, which was previously funded, (ii) an additional term loan of $10.0 million (the “Tranche 2 Loan”), and (iii) additional tranches of term loans in the amounts of up to $10.0 million, $10.0 million, $15.0 million and an uncommitted $60.0 million, respectively, subject to the satisfaction of specified conditions. The loans under the Amended Loan Agreement mature on September 3, 2029. The Second Amendment closed on May 6, 2026 (the “Amendment Closing Date”), and both the 2026 Tranche 2 Loan and 2026 Tranche 3A Loan were funded at closing for total proceeds of $20.0 million. The Amended Loan Agreement is further described in Note 12.

In accordance with the FASB Accounting Standards Codification Topic 205-40, Presentation of Financial Statements- Going Concern, management is required to assess the Company’s ability to continue as a going concern through twelve months after issuance of the financial statements. Management previously disclosed conditions and events that raised substantial doubt about our ability to continue as a going concern. In addition, given the Company’s historical reliance upon debt and equity financing, management will continue to evaluate our funding needs against operating performance and strategic initiatives.

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As of the first quarter of 2026, based on current operating plans, the subsequent receipt of financing proceeds, its existing unrestricted cash, cash equivalents and marketable securities, management now believes that the Company has sufficient resources to meet the Company’s anticipated operating needs for the next twelve months from the issuance of the financial statements. Accordingly, management has concluded that the substantial doubt that was raised in the past about the Company’s ability to continue as a going concern has been alleviated.

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Basis of Presentation

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The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Although the Company considers the disclosures in these unaudited condensed consolidated financial statements to be adequate to make the information presented not misleading, certain information or footnote information normally included in consolidated financial statements prepared in accordance with U.S. GAAP has been condensed or omitted as permitted under the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of financial position at March 31, 2026, and December 31, 2025, results of operations, comprehensive loss, and changes in stockholders’ equity for the three months ended March 31, 2026 and 2025 and cash flows for the three months ended March 31, 2026 and 2025 have been included. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 2, 2026. The interim results for March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or for any future interim periods.

The consolidated financial statements reflect the accounts of Senseonics Holdings, Inc. and its consolidated subsidiaries and affiliated entities, including its VIEs. All intercompany balances and transactions are eliminated upon consolidation. The Company views its operations and manages its business in one segment, diabetes products and services. Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. 

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In November 2024, Eon Management Services, LLC entered into management services agreements (the “Administrative Agreement”) for an initial fixed term of 10 years with several professional corporations created to support patient access to the Eversense Systems by contracting nurse practitioners and other healthcare professionals to perform Eversense insertion procedures and other clinical activities. On April 1, 2026, Eon Management Services, LLC entered into an additional management services agreement with Meadows Medical Care PC, also with an initial fixed term of 10 years. Eon Care Clinicians PC, Eon Care Clinicians of NJ PC, Eon Care Clinicians of CA PC, and Meadows Medical Care PC (collectively referred to as the “Eon Care PCs”) are professional corporations established pursuant to the requirements of their respective domestic jurisdictions governing the corporate practice of medicine.

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In accordance with relevant accounting guidance, the Eon Care PCs have been determined to be VIEs of the Company, as the Company is its primary beneficiary with the ability, through the Administrative Agreement to direct the activities (excluding clinical activities) that most significantly affect the Eon Care PCs financial performance and have the obligation to absorb losses of, or the right to receive benefits from, the Eon Care PCs that could potentially be significant to it. The assets of the consolidated VIEs may only be used to settle obligations of the consolidated VIEs, if any. Our variable interest entities’ assets, liabilities, and results of operations were not material to our consolidated financial results.

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Significant Accounting Policies

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The accounting policies used by the Company in its presentation of interim financial results are consistent with those presented in Note 3 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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Recent Accounting Pronouncements

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In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Disaggregation of Income Statement Expenses (DISE) (“ASU 2024-03”), the objective of which is to provide greater transparency about an entity’s expenses to allow investors to better understand an entity’s performance, assessing its prospects for future cash flows, and comparing its performance both over time and with that of other entities. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

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The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact of the new standard on its financial statements and disclosures.

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Use of Estimates

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The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses during the reporting period. In the accompanying unaudited condensed consolidated financial statements, estimates are used for, but not limited to, stock-based compensation, recoverability of long-lived assets and definite-lived intangible assets, deferred taxes and valuation allowances, fair value of investments, derivative assets and liabilities, obsolete inventory, warranty obligations, variable consideration related to revenue, allowance for credit losses, depreciable lives of property and equipment, amortization periods for identifiable intangible assets, and accruals for clinical study costs, which are accrued based on estimates of work performed under contract. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses. Actual results could differ from those estimates; however, management does not believe that such differences would be material.

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4.Revenue Recognition

The Company generates product revenue from sales of the Eversense system and related components and supplies to strategic fulfillment partners and through its consignment network in the United States, as well as to Ascensia Diabetes Care Holdings AG (“Ascensia”) and third-party distributors outside the United States (each, a “Customer” and collectively “Customers”), who then resell the products to health care providers and patients. Effective January 1, 2026, in connection with the parties’ execution of a Master Asset Purchase Agreement on December 31, 2025 (the “Master Asset Purchase Agreement”), the Company reassumed primary commercialization responsibilities in the United States and began marketing and distributing Eversense products through its own sales force and strategic fulfillment partner network. Ascensia continues to support commercialization activities in certain European territories during a defined transition period.

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The Company is paid for its sales directly to the Customers, regardless of whether the Customers resell the products to health care providers and patients. The Company also generates product revenue from sales of the Eversense system and related components and supplies through a consignment model with its network of independent healthcare professionals in the United States and revenue is recognized when the product is consumed by a patient. The Company’s policies for recognizing sales have not changed from those described in its Annual Report on Form 10-K for the year ended December 31, 2025.

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Revenue by Geographic Region

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The following table sets forth net revenue derived from the Company’s two primary geographical markets, the United States and outside of the United States, based on the geographic location to which the Company delivers the product, for the three months ended March 31, 2026 and 2025:

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Contract Assets

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Contract assets consist of unbilled receivables from Customers and are recorded at net realizable value. Included in accounts receivable, net as of March 31, 2026 and December 31, 2025 are unbilled accounts receivable of less than $0.1 million and $2.1 million, respectively, which are related to the timing of billings. Included in accounts receivable – related parties, net are unbilled accounts receivable of $2.3 million and $2.0 million for the periods ended March 31, 2026 and December 31, 2025, respectively, which are related to revenue share variable consideration from the Commercialization Agreement. The Company expects to invoice and collect all unbilled accounts receivable within twelve months.

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Concentration of Revenue and Customers

A significant portion of the Company’s revenue is derived from one Customer, Ascensia. For the three months ended March 31, 2026 and 2025, sales to Ascensia accounted for 20% and 71% of total revenue, respectively.

A portion of the Company’s revenue is earned via consignment arrangements with healthcare providers. For the three months ended March 31, 2026 and 2025, sales under consignment arrangements accounted for 37.3% and 19.6% of total revenue, respectively. During 2025, Ascensia earned commissions on sales made through these consignment arrangements for the support provided by their sales reps and commercial organization. Revenues for these corresponding periods represent sales of sensors, transmitters and miscellaneous Eversense System components.

Termination and Modification of Commercialization Arrangements

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On September 3, 2025, the Company and Ascensia entered into a memorandum of understanding related to the transition of commercial operations for Eversense from Ascensia back to the Company. On December 31, 2025, the parties executed a Master Asset Purchase Agreement and effective January 1, 2026 the parties entered into an Amended and Restated Collaboration and Commercialization Agreement (the “A&R Commercialization Agreement”), which terminated Ascensia’s rights to market Eversense products in the United States and made Ascensia’s European commercialization rights non-exclusive.

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Following the A&R Commercialization Agreement, Ascensia has no further rights to revenues from sales of Eversense products in the United States, and effective January 1, 2026, the Company is entitled to 100% of revenues from sales in Italy, Germany, Spain and Sweden (the “European Territories”), subject to transitional arrangements. In connection with the transition of U.S. commercialization activities, the Company entered into agreements with certain U.S. strategic fulfillment partners that previously distributed products on behalf of Ascensia, consistent with the Company’s historical distribution relationships.

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As a result of the termination and modification of the arrangement, the Company reassessed its remaining performance obligations and adjusted related contract assets and contract liabilities in accordance with ASC 606. In connection with the termination, the Company accepted the return of certain unsold inventory previously held by Ascensia, reversed $0.4 million of revenue, and recorded the returned inventory at its estimated net realizable value as of December 31, 2025.

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Additional information regarding the Master Asset Purchase Agreement and related transactions is included in Note 17 — Related Party Transactions.

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5.Net Loss per Share

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. An aggregate of 4,197,554 shares of common stock issuable upon the exercise of the PHC Exchange Warrant (as defined below) and the Purchase Warrant (as defined below) held by PHC Holdings Corporation, the parent company of Ascensia (“PHC”) are included in the number of outstanding shares used for the computation of basic net loss per share for the three months ended March 31, 2026 and 2025. Since the shares are issuable for little or no consideration, sometimes referred to as “penny warrants”, they are considered outstanding in the context of earnings per share, as discussed in ASC 260-10-45-13.

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Diluted net loss per share is computed using the weighted average number of common shares outstanding during the period and, when dilutive, potential common share equivalents. Potentially dilutive common shares consist of shares issuable from restricted stock units (“RSUs”), stock options, warrants and the Company’s convertible notes. Potentially dilutive common shares issuable upon vesting of restricted stock units, exercise of stock options and exercise of warrants are determined using the average share price for each period under the treasury stock method. Potentially dilutive common shares issuable upon conversion of the Company’s convertible notes are determined using the if-converted method. The if-converted method assumes conversion of convertible securities at the beginning of the reporting period.

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Interest expense, dividends, and the changes in fair value measurement recognized during the period are added back to the numerator. The denominator includes the common shares issuable upon conversion of convertible securities.

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In periods of net loss, all potentially dilutive common shares are excluded from the computation of the diluted net loss per share for those periods, as the effect would be anti-dilutive.

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The following table sets forth the computation of basic and diluted net loss per share for the periods shown:

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(Dollars, in thousands, except per share amounts)

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Outstanding anti-dilutive securities not included in the diluted net loss per share calculations were as follows:

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Cash, Cash Equivalents, and Restricted Cash

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Cash, cash equivalents, and restricted cash consisted of the following (in thousands):

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The Company’s restricted cash relates to collateral for procurement cards issued by a U.S. commercial bank.

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Accounts receivable, net

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Accounts receivable, net consisted of the following (in thousands):

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Inventory, net

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Inventory, net of reserves, consisted of the following (in thousands):

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The Company charged $0.1 million in cost of sales for the three months ended March 31, 2026 and $0.7 million in cost of sales for the year ended December 31, 2025 to reduce the value of inventory for items that are potentially obsolete due to expiry, in excess of product demand, or to adjust costs to their net realizable value.

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Property, equipment and intangible assets, net

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Property, equipment and intangible assets, net, consisted of the following (in thousands):

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Marketable securities available for sale were as follows (in thousands):

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The following are the scheduled maturities as of March 31, 2026 (in thousands):

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The Company periodically reviews its portfolio of debt securities to determine if any investment is impaired due to credit loss or other potential valuation concerns. For debt securities where the fair value of the investment is less than the amortized cost basis, the Company assesses at the individual security level, for various quantitative factors including, but not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst reports, and the severity of impairment. Unrealized losses on available-for-sale securities at March 31, 2026 were not significant and were primarily due to changes in interest rates and not due to increased credit risk associated with specific securities. The Company does not intend to sell these impaired investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.

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Prepaid expenses and other current assets consisted of the following (in thousands):

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Accrued expenses and other current liabilities consisted of the following (in thousands):

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The Company leases approximately 33,000 square feet of research and office space for its corporate

headquarters under a non-cancelable operating lease. The Company has one option to extend the term for an additional period of five years beginning on June 1, 2033.

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In addition, effective January 1, 2026, in connection with the acquisition of certain U.S. commercial assets under the Master Asset Purchase Agreement with Ascensia, the Company assumed operating leases for a fleet of vehicles used by its U.S. sales force. These leases are classified as operating leases and have remaining lease terms with expirations ranging from May 31, 2028 to June 30, 2030.

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The rent expense is recognized on a straight-line basis through the end of the lease term, excluding option renewals. The difference between the straight-line rent amounts and amounts payable under the lease is recorded as deferred lease cost.

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Operating lease expense was $0.4 million and $0.2 million for the three months ended March 31, 2026 and 2025.

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The following table summarizes the lease assets and liabilities as of March 31, 2026 and December 31, 2025 (in thousands):

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The following table summarizes the maturity of undiscounted payments due under operating lease liabilities and the present value of those liabilities as of March 31, 2026 (in thousands):

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The following table summarizes the weighted-average lease term and weighted-average discount rate as of March 31, 2026:

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The Company provides a warranty of one year on its smart transmitters. Additionally, the Company may also replace Eversense system components that do not function in accordance with the product specifications. Estimated replacement costs are recorded at the time of shipment as a charge to cost of sales in the consolidated statement of operations and are developed by analyzing product performance data and historical replacement experience, including comparing actual return management authorizations to revenue.

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The following table provides a reconciliation of the change in estimated warranty liabilities for the three months ended March 31, 2026, and for the twelve months ended December 31, 2025 (in thousands):

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Term Loans

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Loan and Security Agreement

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On September 8, 2023 (the “Effective Date”), the Company entered into a loan agreement (the “Loan and Security Agreement”) with Hercules Capital, Inc. and its managed fund (collectively, the “Lenders”), pursuant to which the Lenders agreed to make available to Senseonics up to $50.0 million in senior secured term loans (the “Term Loan Facility”), consisting of (i) an initial term loan of $25.0 million, which was funded on the Effective Date, (ii) $10.0 million, which was funded on January 2, 2024 upon meeting certain terms and conditions under the loan agreement, and (iii) $15.0 million which has not been drawn. On September 3, 2025 (the “2025 Effective Date”), the Company entered into the Amended Loan and Security Agreement with the Lenders and Hercules. The Amended Loan and Security Agreement increased the total loan commitment under the facility from $50.0 million to $100.0 million (collectively, the “2025 Term Loans”). In the Amended Loan and Security Agreement, the undrawn loans increased from $15.0 million to $65.0 million divided into three tranches of up to $10.0 million (“2025 Tranche 2 Loan”), up to $20.0 million (“2025 Tranche 3 Loan”) and up to $35.0 million (“2025 Tranche 4 Loan”), respectively, each of which will become available to Senseonics upon Senseonics’ satisfaction of certain terms and conditions set forth in the Amended Loan and Security Agreement. The loans under the Amended Loan and Security Agreement mature on September 3, 2029 (the “Maturity Date”).

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The loans under the Amended Loan and Security Agreement bear interest at an annual rate equal to the greater of (i) the prime rate as reported in The Wall Street Journal plus 2.40% and (ii) 9.90%. Borrowings under the Amended Loan and Security Agreement are repayable in monthly interest-only payments through October 1, 2027. The interest-only period will be extended through October 2, 2028 if the Company satisfies the conditions for the 2025 Tranche 2 Loan, and through the maturity date of the loan if the Company satisfies the conditions for both the 2025 Tranche 2 Loan and 2025 Tranche 3 Loan. After the interest-only payment period, borrowings under the Amended Loan and Security Agreement are repayable in equal monthly payments of principal and accrued interest until the Maturity Date.

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At the Company’s option, the Company may prepay all or any portion of the outstanding borrowings under the Amended Loan and Security Agreement, subject to a prepayment fee equal to (a) 3.0% of the principal amount being prepaid if the prepayment occurs within one year of the 2025 Effective Date, 2.0% of the principal amount being prepaid if the prepayment occurs during the second year following the 2025 Effective Date, and 1.00% of the principal amount being prepaid if the prepayment occurs more than two years after the 2025 Effective Date and prior to the Maturity Date.

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In addition, the Company paid $425,000 in facility fees upon drawing Tranche 1 Loan and Tranche 2 Loan and additional facility fees of $412,500 upon execution of the Amended Loan and Security Agreement. The Company will pay additional facility charges in connection with any borrowing of the 2025 Term Loans, in the amount of 0.50% of the 2025 Tranche 2 Loan and 2025 Tranche 3 Loan and 1.00% of the 2025 Tranche 4 Loan. The Amended Loan and Security Agreement also provides for an end of term fee in an amount equal to 6.45% of the aggregate principal advances of the 2025 Term Loans, which fee is due and payable on the earliest to occur of (i) the Maturity Date, (ii) the date the Company prepays the outstanding loans in full, and (iii) the date that the secured obligations become due and payable. The existing end of term fee under the existing Tranche 1 Loan and Tranche 2 Loan remains payable on September 1, 2027 (the original maturity date). The end of term fees are accreted to interest expense over the term of the loans.

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The Company’s obligations under the Amended Loan and Security Agreement are secured by a first-priority security interest in substantially all of its assets. The Amended Loan and Security Agreement contains a minimum cash covenant that requires the Company to hold unrestricted cash equal to 80% of the total amounts funded under the Amended Loan and Security Agreement, reduced to 55% and 35% subject to achieving certain milestones under the agreement. The Amended Loan and Security Agreement also contains a performance covenant that commenced on January 1, 2026, that requires the Company to achieve certain net product revenue targets on a trailing six-month basis for applicable measuring periods. The performance covenant shall be waived at any time in which either (a) the Company’s market capitalization exceeds $550.0 million and the Company maintains unrestricted cash equal to at least 75% of the total amounts funded, or (b) the Company maintains unrestricted cash equal to at least 100% of the total amounts funded.

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In addition, the Amended Loan and Security Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, corporate changes, dispositions, prepayment of other indebtedness, and dividends and other distributions, subject to certain exceptions. The Amended Loan and Security Agreement also contains events of default including, among other things, payment defaults, breach of covenants, material adverse effect, breach of representations and warranties, cross-default to material indebtedness, bankruptcy-related defaults, judgment defaults, revocation of certain government approvals, and the occurrence of certain adverse events. Following an event of default and any applicable cure period, a default interest rate equal to the then-applicable interest rate plus 4.0% may be applied to the outstanding amount, and the Lenders will have the right to accelerate all amounts outstanding under the Loan and Security Agreement, in addition to other remedies available to them as secured creditors of the Company. The Company was in compliance with all covenants as of March 31, 2026.

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In addition, in connection with the issuance of the Tranche 1 Loan, the Company issued warrants to the Lenders (collectively, the “Tranche 1 Warrants”) to acquire an aggregate of 41,619 shares of the Company’s common stock at an exercise price of $12.01 per share (the “Tranche 1 Warrant Shares”). For the Tranche 2 Loan the Company issued additional warrants to the Lenders (collectively, the “Tranche 2 Warrants”) to acquire an aggregate of 17,395 shares at an exercise price of $11.50 per share (the “Tranche 2 Warrant Shares”). On the 2025 Effective date, the exercise price of all outstanding warrants was reduced to $9.09 per share (the “Amended Exercise Price”). The Tranche 1 Warrant Shares and Tranche 2 Warrant Shares may be exercised through the earlier of (i) the seventh anniversary of the initial issuance date and (ii) the consummation of certain acquisition transactions involving the Company, as set forth in the Warrants. The number of Tranche 1 Warrant Shares and Tranche 2 Warrant Shares for which the Tranche 1 Warrants and Tranche 2 Warrants are exercisable, and the associated exercise price are subject to certain customary proportional adjustments for fundamental events, including stock splits and reverse stock splits, as set forth in the Warrants. The proceeds from the Loan and Security Agreement were allocated between the Tranche 1 Loan and the Tranche 1 Warrants based on their respective fair value of $25.0 million and $0.4 million, and the amount allocated to the Tranche 1 Warrants was recorded in equity resulting in a debt discount to the Tranche 1 Loan. The Company estimated the fair value of the Tranche 2 Warrants as of the grant date to be $0.1 million and classified the full amount in equity. As a result of the Amended Exercise Price, the value of all outstanding warrants was reduced by $0.2 million. The value of the warrants are amortized as additional interest expense over the term of the Amended Loan and Security Agreement using the effective interest method.

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In connection with Loan and Security Agreement, the Company incurred $1.1 million in debt issuance costs and debt discounts which are netted against the principal balance of the initial term loan and amortized as interest expense over the term of the loan. The Company incurred additional debt discounts of $0.2 million under the Amended Loan and Security Agreement. The Company evaluated Amended Loan and Security Agreement in accordance with ASC 470-50, Debt, and determined that the amendment resulted in a debt modification. Therefore, no loss on debt extinguishment was recognized. The unamortized debt issuance costs and debt discounts are amortized over the revised term of the loan using an effective interest rate of 13.10%.

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Pursuant to the Amended Loan and Security Agreement, the Company also agreed to issue additional seven year term warrants upon the funding of the 2025 Tranche 2 Loan, 2025 Tranche 3 Loan, and 2025 Tranche 4 Loan which warrants would be exercisable for an aggregate number of shares equal to 2.0% of the funded loan amount divided by the exercise price equal to the three-day volume-weighted average price at the time of each advance.

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Subsequent to March 31, 2026, on May 6, 2026, the Company entered into a Second Amendment to the Amended Loan and Security Agreement, which increased the total loan commitment up to $140.0 million. See Note 19 for additional information.

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Convertible Notes

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2025 Notes

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In July 2019, the Company issued $82.0 million in aggregate principal amount of senior convertible notes due January 15, 2025 (the “2025 Notes”).

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Over the term of the 2025 Notes, the Company completed a series of exchanges and conversions that reduced the outstanding principal balance, including (i) the settlement of $24.0 million aggregate principal in April 2020 pursuant to an exchange agreement (ii) conversions of $6.8 million aggregate principal into shares of common stock between September 2020 and January 2021, and (iii) privately negotiated exchange transactions in August and September 2023 under which $30.8 million aggregate principal was exchanged for a combination of cash and shares of common stock.

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Following these transactions, approximately $20.4 million aggregate principal amount of the 2025 Notes remained outstanding. On January 15, 2025, the Company repaid the outstanding principal and accrued interest for the 2025 Notes in the full amount of $20.9 million.

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The following carrying amounts are outstanding under the Company’s notes payable as of March 31, 2026 and December 31, 2025 (in thousands):

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Interest expense related to the notes payable for the periods presented below is as follows (in thousands):

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