Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of John Marotta to Board of Directors
On September 8, 2021, the board of directors (the "Board") of Senseonics
Holdings, Inc. (the "Company") appointed John Marotta to serve as a director of
the Company, which appointment became effective immediately. Mr. Marotta will
serve as a Class I director whose term will expire at the 2023 annual meeting of
stockholders.
There is no family relationship between Mr. Marotta and any of the Company's
other directors or executive officers.
Mr. Marotta was appointed as a director pursuant to that certain Investor Rights
Agreement (the "PHC IRA"), dated August 9, 2020, by and between the Company and
PHC Holdings Corporation ("PHC").
More information about Mr. Marotta is set forth below:
John Marotta, age 41, has served as the President and Chief Executive Officer of
PHC Holdings Corporation, a diversified global life sciences, diagnostics and
medical device company with 10,000 employees globally in 125 countries and
$3Billion in revenue since December, 2020. PHC Group is a private equity backed
company by KKR, Mitsui & Co, and L-Catterton. Marotta started his career at
Janssen Pharmaceutica, Johnson & Johnson. He served in various commercial roles
at Synthes Orthopedics, Vice President at Cardinal Health Inc., President and
CEO at Emerge Medical, at Danaher Corporation, General Manager and Vice
President of KavoKerr Restoratives, Senior Vice President of the Dental
Platform, Danaher Corporation and as Senior Vice President of Envista Holdings
Corporation (spin-out of Danaher). Most recently he was President and CEO of
Epredia, a PHC operating company and carve-out from Thermo Fisher. Marotta is a
Healthcare Fellow at the Aspen Institute and a member of the Aspen Global
Leadership Network. He has a BS from the University of Dayton and an MBA from
the University of Denver.
As more fully described in the Company's Current Report on Form 8-K filed with
the SEC on August 10, 2020 and addressed in certain of the Company's further SEC
reports, on August 9, 2020, the Company entered into a Collaboration and
Commercialization Agreement with Ascensia Diabetes Care Holding AG ("Ascensia"),
an affiliate of Ascensia Diabetes Care AG, pursuant to which the Company has
granted Ascensia the right to distribute Eversense, Eversense XL and the new
Eversense 180-day product in the global market for an initial term of five
years, subject to exceptions as set forth in the agreement and pursuant to the
other terms, conditions and provisions of the two agreement, as described more
fully in those reports.
In addition, on August 9, 2020, the Company entered into a financing agreement
pursuant to which the Company issued $35.0 million in aggregate principal amount
of Senior Secured Convertible Notes due in October 2024 (the "2024 Notes"), to
Ascensia's parent company, PHC Holdings Corporation ("PHC"). The Company also
issued 2,941,176 shares of common stock to PHC as a financing fee, which had a
value of $1.4 million based on the closing price on August 9, 2020. The Company
also has the option to sell and issue PHC up to $15.0 million of convertible
preferred stock on or before December 31, 2022, contingent upon receipt of any
stockholder approval required by the listing rules of the NYSE American, which
has been obtained, and subject to obtaining approval for the 180-day Eversense
product for marketing in the United States before such date.
Mr. Marotta will not be a member of any Board committees and, in consideration
of Mr. Marotta's relationship with Ascensia, he will not receive compensation in
his capacity as director of the Company.
Mr. Marotta is expected to enter into the Company's standard form of
indemnification agreement with the Company.
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SENSEONICS HOLDINGS, INC. 
