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424B5 1 tm2613185-2_424b5.htm 424B5 tm2613185-2_424b5 - none - 6.3795951s

The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state or other jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-289306

SUBJECT TO COMPLETION, DATED APRIL 30, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 18, 2025)

$80 million

Common Stock
Pre-Funded Warrants to Purchase
Shares of Common Stock

We are offering shares of our common stock, par value $0.001 per share and, in lieu of offering shares of our common stock to certain investors, pre-funded warrants to purchase up to shares of common stock, pursuant to this prospectus supplement and accompanying prospectus. The purchase price of each pre-funded warrant is the price per share at which shares of common stock are being sold in this offering, minus $0.001, which is the exercise price of each pre-funded warrant. This prospectus supplement also relates to the offering of the shares of common stock issuable upon the exercise of such pre-funded warrants.

Our common stock is listed on the Nasdaq Global Select Market under the symbol “SENS.” The last reported sale price of our common stock on the Nasdaq Global Select Market on April 29, 2026 was $6.43 per share. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the pre-funded warrants on the Nasdaq Global Select Market, any other national securities exchange or any other nationally recognized trading system.

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 Supplement Summary — Implications of Being a Smaller Reporting Company.”

Investing in our common stock involves a high degree of risk. You should read this entire prospectus supplement and the accompanying prospectus carefully. See “Risk factors” beginning on page S-6 and in the documents 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 the same price set forth above, within 30 days from the date of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Share

Per Pre-Funded
Warrant

Total

Public offering price

Underwriting discounts and commissions(1)

Proceeds, before expenses, to Senseonics Holdings, Inc.

(1)

See “Underwriting” beginning on page S-21 of this prospectus supplement for additional information with respect to underwriting compensation.

The underwriters expect to deliver the shares of common stock against payment on or about , 2026.

Joint Book-Running Managers

TD Cowen

Barclays

Bookrunners

Mizuho

Lake Street

Prospectus Supplement dated , 2026

	ABOUT THIS PROSPECTUS SUPPLEMENT					S-ii
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					S-iii
	PROSPECTUS SUPPLEMENT SUMMARY					S-1
	RISK FACTORS					S-6
	USE OF PROCEEDS					S-10
	DIVIDEND POLICY					S-11
	DILUTION					S-12
	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS					S-14
	DESCRIPTION OF SECURITIES					S-19
	UNDERWRITING					S-21
	LEGAL MATTERS					S-28
	EXPERTS					S-28
	WHERE YOU CAN FIND MORE INFORMATION					S-28
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					S-29

	Page
ABOUT THIS PROSPECTUS		1
PROSPECTUS SUMMARY		3
RISK FACTORS		7
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		8
USE OF PROCEEDS		10
DESCRIPTION OF CAPITAL STOCK		11
DESCRIPTION OF DEBT SECURITIES		14
DESCRIPTION OF WARRANTS		21
LEGAL OWNERSHIP OF SECURITIES		23
PLAN OF DISTRIBUTION		26
LEGAL MATTERS		29
EXPERTS		29
WHERE YOU CAN FIND ADDITIONAL INFORMATION		29
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		30

Public offering price per share			$
Net tangible book value per share as of December 31, 2025	$	1.35
As adjusted net tangible book value as of December 31, 2025
Increase in net tangible book value per share attributable to investors purchasing our common stock in this offering
As adjusted net tangible book value per share after giving effect to this offering
Dilution per share to new investors purchasing common stock in this offering			$

Underwriter	Number of Shares	Number of Pre-Funded Warrants
TD Securities (USA) LLC
Barclays Capital Inc.
Mizuho Securities USA LLC
Lake Street Capital Markets, LLC
Total

SEC Form 424B5 filed by Senseonics Holdings Inc.