Senseonics Holdings, Inc.

Business

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. 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. Shareholders 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.

From its founding in 1996 until 2010, the Company has devoted substantially all of its resources to researching various sensor technologies and platforms. Beginning in 2010, the Company narrowed its focus to developing and refining a commercially viable glucose monitoring system. Since our inception, we have incurred significant net losses and expect to incur additional losses in the near future. We incurred total net loss of $78.6 million and $60.4 million for the years ended December 31, 2024 and 2023, respectively. For the nine months ended September 30, 2025, the Company had a net loss of $48.3 million and an accumulated deficit of $996.2 million. To date, the Company has funded its operations principally through the issuance of preferred stock, common stock, warrants, convertible notes and debt. As of September 30, 2025, the Company had unrestricted cash, cash equivalents and marketable securities of $111.0 million.

The Company’s ability to grow revenues and achieve profitability depends on the successful commercialization and adoption of our implantable CGM, including the Eversense E3 system (“Eversense E3”) and the Eversense 365 system (“Eversense 365” and, together with Eversense E3, “Eversense” or the “Eversense Systems”), by diabetes patients and healthcare providers, along with future product development, regulatory approvals, and post-approval requirements. These activities including the costs associated with our plans to transition the commercial activities back to

the Company (as further described in FN 4) and continued development of the Gemini product, Freedom product and other future products, will require significant uses of working capital through 2025 and beyond.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Based on the Company’s current operating plan including expected capital investments required to assume commercialization and distribution responsibilities, existing unrestricted cash and cash equivalents, minimum cash requirements and satisfaction of performance milestones to comply with debt covenants under its Amended Loan and Security Agreement as discussed in Note 12, the Company has determined that substantial doubt exists regarding its ability to continue as a going concern. The Company will require additional liquidity to continue its operations over the next twelve months and we are currently evaluating strategies to obtain the required additional funding for future operations. We anticipate that our principal uses of cash in the future will be primarily to fund our operations, working capital needs, capital expenditures and other strategic initiatives. Our ability to continue to fund our operations and meet capital needs will depend on our ability to successfully obtain funding from public or private debt and equity financings and other sources of capital. There can be no assurance that additional capital will be available on acceptable terms, or at all. See further described below under “Funding Requirements and Outlook” for additional information.

The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

Several actions have been taken by the Company with regards to liquidity and to manage our cash flows during the years ended December 31, 2023 and 2024 and nine months ended September 30, 2025. These actions included, but were not limited to the following:

On September 8, 2023 (the “Effective Date”), the Company entered into a loan agreement (the “Loan and Security Agreement”) with the several institutions or entities party thereto (collectively, the “Lenders”) and Hercules Capital, Inc., a Maryland corporation (“Hercules”) in its capacity as administrative agent and collateral agent for itself and the Lenders, pursuant to which the Lenders agreed to make available to the Company 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 (the “Tranche 1 Loan”), which was funded on the Effective Date and (ii) two additional tranches of term loans in the amounts of up to $10.0 million (the “Tranche 2 Loan”) and $15.0 million (the “Tranche 3 Loan”), respectively, which will become available to the Company upon the Company’s satisfaction of certain terms and conditions set forth in the Loan and Security Agreement. In December 2023, we met the terms and conditions to draw on the Tranche 2 Loan and the loan was funded on January 2, 2024 in an amount of $10.0 million. On September 3, 2025 (the “2025 Effective Date”), the Company amended the Loan and Security Agreement (the “Amended Loan and Security Agreement”) with the Lenders and** **Hercules. The 2025 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”) and made certain other modifications to the terms and conditions of the arrangement, as further described in Note 12. The 2025 Term Loans mature on September 3, 2029 (the “Maturity Date”).

In August 2025, the Company entered into an at-the-market sales agreement (the “Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”), under which the Company could offer and sell, from time to time, at its sole discretion, shares of its common stock having an aggregate offering price of up to $100.0 million through TD Cowen as its sales agent in an “at the market” offering. TD Cowen will receive commissions up to 3.0% of the gross proceeds of any common stock sold through TD Cowen under the Sales Agreement. The shares were offered and sold pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on August 6, 2025. During the three months ended September 30, 2025, the Company received approximately $0.3 million proceeds from the sale of 68,062 shares under the Sales Agreement, after deducting sales commissions and offering expenses.

On May 15, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with several underwriters for the sale of 5,000,000 shares of its common stock (the “Public Offering”), at a public offering

price of $10.00 per share (the “Public Offering Price”). Under the terms of the Underwriting Agreement, the Company also granted the underwriters a 30-day option to purchase up to an additional 750,000 shares of common stock at the Public Offering Price, which the underwriters exercised in full. The Company received aggregate gross proceeds from the Public Offering of $57.5 million. The Company also entered into a securities purchase agreement with Abbott Laboratories (“Abbott”) pursuant to which the Company agreed to issue and sell 2,026,963 shares of its common stock substantially concurrently with the Public Offering, at the Public Offering Price, to Abbott for an aggregate purchase price of approximately $20.3 million in a private placement (the “Private Placement”). The Public Offering and Private Placement closed on May 19, 2025 and May 20, 2025, respectively, and the Company received net proceeds of approximately $52.1 million and $20.1 million, respectively, after deducting underwriting discount, commissions, and offering expenses.

In August 2023, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Goldman Sachs & Co. LLC (“GS”), under which the Company could offer and sell, from time to time, at its sole discretion, shares of its common stock having an aggregate offering price of up to $106.6 million through GS as its sales agent in an “at the market” offering. GS received commissions up to 3.0% of the gross proceeds of any common stock sold through GS under the Equity Distribution Agreement. The shares were offered and sold pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on August 10, 2023. On October 24, 2024, the Company amended the Equity Distribution Agreement with GS to reduce the maximum amount of shares issuable thereunder to $55.0 million. From March 2024 through March 2025, the Company received approximately $30.8 million proceeds from the sale of 2,006,528 shares under the Equity Distribution Agreement, after deducting sales commissions and offering expenses. On May 15, 2025, in connection with the Public Offering and Private Placement, the Equity Distribution Agreement was terminated.

On November 9, 2020, we entered into an Equity Line Agreement with Energy Capital (the “Equity Line Agreement”), pursuant to which Energy Capital committed to purchase up to an aggregate of $12.0 million of shares of our newly designated Series B convertible Preferred Stock (“Series B Preferred Stock”), at our request from time to time during the 24-month term of the Equity Line Agreement. Beginning on January 1, 2022, since there had been no sales of the Series B Preferred Stock pursuant to the Equity Line Agreement, Energy Capital had the right, at its sole discretion to purchase up to $12.0 million of Series B Preferred Stock under the Equity Line Agreement at a purchase price of $1,000 per share of Series B Preferred Stock initially convertible into common stock, beginning six months after the date of its issuance, at a conversion price of $7.90 per share. On November 7, 2022, Energy Capital exercised in full its right to purchase $12.0 million of Series B Preferred Stock. In the first quarter of 2025, Energy Capital converted its Series B Preferred Stock in full into 1,518,602 shares of common stock.

Basis of Presentation

The accompanying unaudited 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 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 have 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 September 30, 2025, and December 31, 2024, results of operations, comprehensive loss, and changes in stockholders’ equity (deficit) for the three and nine months ended September 30, 2025 and 2024 and cash flows for the nine months ended September 30, 2025 and 2024 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, 2024, as filed with the SEC on March 3, 2025. The interim results for September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any future interim periods.

The unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal

course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists. As discussed in Note 2, based on the Company’s current operating plan including capital considerations required to assume commercialization and distribution responsibilities, existing unrestricted cash, cash equivalents and marketable securities and minimum cash requirements and satisfaction of performance milestones to comply with debt covenants under its Amended Loan and Security Agreement as discussed in Note 12, the Company has determined that substantial doubt exists regarding its ability to continue as a going concern. The Company will require additional liquidity to continue its operations over the next 12 months and we are currently evaluating strategies to obtain the required additional funding for future operations.

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 inone 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.

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. Eon Care Clinicians PC, Eon Care Clinicians of NJ PC, and Eon Care Clinicians of CA PC (collectively referred to as the “Eon Care PCs”) are the professional corporations that were established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine.

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.

Significant Accounting Policies

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, 2024.

Recent Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), the objective of which is to enhance the transparency of income tax disclosures by requiring greater disaggregation of information presented and consistent categories in the rate reconciliation. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. We expect the adoption of this guidance will modify our disclosures, but we do not expect it to have an impact on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” to improve disclosures by providing more detailed information about the types of expenses in commonly presented expense captions. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements and related disclosures.

Use of Estimates

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 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.

4. Revenue Recognition

The Company generates product revenue from sales of the Eversense Systems and related components and supplies to Ascensia Diabetes Care Holdings AG (“Ascensia”), through a collaboration and commercialization agreement (the “Commercialization Agreement”), third-party distributors outside the United States and to strategic fulfillment partners in the United States, who then resell the products to health care providers and patients, or directly to health care systems and health care providers (collectively, the “Customers”). Customers pay the Company for sales, regardless of whether or not the Customers resell the products to health care providers and patients. The Company also generates product revenue from sales of the Eversense Systems and related components and supplies through a consignment model with our network of healthcare professionals 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 our Annual Report on Form 10-K for the year ended December 31, 2024.

Revenue by Geographic Region

The following table sets forth net revenue derived from the Company’stwo 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 and nine months ended September 30, 2025 and 2024:

Contract Assets

Contract assets consist of unbilled receivables from customers and are recorded at net realizable value. Included in accounts receivable, net as of September 30, 2025 and December 31, 2024 are unbilled accounts receivable of$1.5 million and less than$0.1 million, respectively, which are related to the timing of billings. Included in accounts receivable – related parties, net are unbilled accounts receivable of$0.5 million and$0.9 million for the periods ended September 30, 2025 and December 31, 2024, 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.

Concentration of Revenue and Customers

A significant portion of the Company’s revenue is derived from one customer, Ascensia. For the three months ended September 30, 2025 and 2024, sales to Ascensia accounted for 48% and 78% of total revenue, respectively. For the nine months ended September 30, 2025 and 2024, sales to Ascensia accounted for 56% and 84% of total revenue, respectively.

A portion of the Company’s revenue is earned via consignment arrangements with healthcare providers. For the three months ended September 30, 2025 and 2024, sales under consignment arrangements accounted for 46.5% and 20.1% of total revenue, respectively. For the nine months ended September 30, 2025 and 2024, sales under consignment arrangements accounted for 36.0% and 14.6% of total revenue, respectively. Ascensia earns a commission 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 of the Commercialization Agreement

On September 3, 2025 the Company and Ascensia signed a memorandum of understanding (“MOU”) related to the transfer of commercial operations relating to Eversense from Ascensia back to the Company, including the proposed termination, orderly unwinding of, and smooth transition of the commercial relationship between the Company and Ascensia (the “Proposed Transition”), which is contemplated to involve the termination of the existing Commercialization Agreement, with commercial activities expected to transition back to the Company beginning January 1, 2026 pursuant to a definitive agreement which the parties are negotiating. The parties are collaborating on developing terms to cooperate through the transition period to ensure continuity of supply, customer support, and patient access. As of the termination date of the Commercialization Agreement, the Company will no longer recognize revenue associated with product sales to Ascensia under the distribution arrangement. Any remaining deferred revenue, contract assets, or liabilities associated with this agreement will be evaluated and recognized in accordance with ASC 606 based on the satisfaction (or non-satisfaction) of performance obligations as of the termination date.

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 and nine months ended September 30, 2025 and 2024. 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.

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. 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.

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.

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

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

6. Composition of Certain Financial Statement Items

Cash, Cash Equivalents, and Restricted Cash

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

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

Accounts receivable, net

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

Inventory, net

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

The Company charged $0.2 million in cost of sales for the nine months ended September 30, 2025 and $4.3 million in cost of sales for the year ended December 31, 2024 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. Costs incurred in 2024 were primarily write offs of our existing Eversense E3 following obtaining FDA 510(k) clearance to sell Eversense 365. In addition, we incurred $0.6 million in cost of sales for the year ended December 31, 2024 due to impairment losses on prepayments to suppliers as the result of the transition from Eversense E3 to Eversense 365.

The Company capitalizes inventory costs associated with products when future commercialization is considered probable and the future economic benefit is expected to be realized, which is typically when regulatory approval is obtained. As such, the Company began capitalizing costs related to the 365-day product inventory in September 2024 upon successfully obtaining FDA 510(k) clearance. Prior to regulatory approval, the Company expensed all inventory-related costs, including that used for clinical development, to research and development expenses and this has resulted in lower cost of sales as the pre-clearance inventory is sold to customers. The total product costs expensed to research and development expenses prior to the clearance were $1.9 million and $0.3 million for the years ended December 31, 2024 and 2023, respectively. If we were to have included those costs previously expensed as a component of cost of sales, our cost of sales for the nine months ended September 30, 2025 would have been $0.6 million higher. The previously expensed inventory also reduced our cost of sales for the year ended December 31, 2024 by approximately $1.6 million. As of September 30, 2025, this inventory has been consumed and we do not anticipate an impact on cost of sales for the remainder of 2025 resulting from the sale of pre-approval inventory that was expensed as incurred in previous periods.

Property, equipment and intangible assets, net

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

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

There wereno marketable securities held as of December 31, 2024.

The following are the scheduled maturities as of September 30, 2025 (in thousands):

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 September 30,2025 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.

8.Prepaid Expenses and Other Current Assets

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

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

The Company leases approximately 33,000 square feet of research and office space for its corporate headquarters under a non-cancelable operating lease expiring May 31, 2033. The Company hasone option to extend the term for an additional period offive years beginning on June 1, 2033. 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 rent.

Operating lease expense was $0.7 million for each of the nine months ended September 30, 2025 and 2024.

The following table summarizes the lease assets and liabilities as of September 30, 2025 and December 31, 2024 (in thousands):

The following table summarizes the maturity of undiscounted payments due under operating lease liabilities and the present value of those liabilities as of September 30, 2025 (in thousands):

The following table summarizes the weighted-average lease term and weighted-average discount rate as of September 30, 2025:

The Company provides a warranty ofone year on its smart transmitters. 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 replacements to revenue.

The following table provides a reconciliation of the change in estimated warranty liabilities for the nine months ended September 30, 2025, and for the twelve months ended December 31, 2024 (in thousands):

Term Loans

Loan and Security Agreement

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 and (ii) $10.0 million, which was funded on January 2, 2024 upon meeting certain terms in 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 amended the Loan and Security Agreement (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, 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”).

The loans under the Amended Loan and Security Agreement bear interest at an annual rate equal to the greater of (i) theprime rate as reported in The Wall Street Journalplus2.40% 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.

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. 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 Terms 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 Terms 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.

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, commencing 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.

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 September 30, 2025.

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 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.

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%.

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 2024 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.

Registered Direct Offering

On October 24, 2024, the Company completed a registered direct securities offering (the “2024 Registered Direct Offering”) to certain institutional investors in which we issued and sold 2,285,714 shares of common stock at$7.00 per share and simultaneously issued warrants (“PP Warrants”) to these investors in a private placement to purchase an aggregate of 2,285,714 shares of common stock at an exercise price of$7.00 per share. The PP Warrants were non-exercisable for the firstsix months after issuance and expire on April 29, 2030. The offering closed on October 28, 2024,

and the Company received proceeds of approximately$14.8 million after payment of fees to the placement agent, but before payment of any additional expenses incurred by the Company in connection with the transaction.

Convertible Notes

2025 Notes

In July 2019, the Company issued$82.0 million in aggregate principal amount of senior convertible notes that matured on January 15, 2025 (the “2025 Notes”), unless earlier repurchased or converted. The 2025 Notes were convertible, at the option of the holders, into shares of the Company’s common stock, at an initial conversion rate of 37.88 shares per$1,000 principal amount of the 2025 Notes (equivalent to an initial conversion price of approximately$26.40 per share).

The 2025 Notes also contained an embedded conversion option requiring bifurcation as a separate derivative liability, along with the fundamental change make-whole provision and the cash settled fundamental make-whole shares provision. The derivative is adjusted to fair value at each reporting period, with the change in the fair value recorded to other income (expense) in the Company’s consolidated statement of operations and comprehensive loss.

On April 21, 2020,$24.0 million aggregate principal of the Company’s outstanding 2025 Notes held by Highbridge Capital Management, LLC (“Highbridge”) were settled pursuant to an exchange agreement. Between September 3, 2020 and January 27, 2021,$6.8 million in aggregate principal of the 2025 Notes were converted into 257,613 shares of common stock.

On August 10, 2023, the Company entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders (the “Noteholders”) of the Company’s currently outstanding 2025 Notes. Under the terms of the Exchange Agreements, the Noteholders agreed to exchange with the Company (the “Exchanges”) up to $30.8 million in aggregate principal amount of the 2025 Notes for a combination of $7.5 million of cash and newly issued shares of common stock (the “Exchanged Shares”). The number of Exchanged Shares was determined based upon the volume-weighted average price per share of the common stock during a 15-day averaging period commencing on August 11, 2023 and ending August 31, 2023. Based on the volume-weighted average price per share of the common stock during the averaging period, a total of 1.76 million shares of common stock were issued in the Exchanges. The Exchanges were settled on the initial share issuance date of August 14, 2023 and the final settlement date of September 5, 2023.

Following the Exchanges, approximately $20.4 million aggregate principal amount of the 2025 Notes remained outstanding. The fair value of the derivative at December 31, 2024 was $0.0 million. 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. The conversion option expired unexercised.

Stock Purchase Warrants

The table below summarizes the warrant activity for the nine months ended September 30, 2025 (in thousands). This table does not include the PHC Exchange Warrant or the PHC Purchase Warrant (described below). Such warrants are pre-funded and excluded from the table due to their nominal exercise price of $.001 per warrant share.

On June 30, 2016, we entered into a loan agreement with Oxford Finance and Silicon Valley Bank (collectively, the “Lenders”) and issued to the Lenders 10-year stock purchase warrants to purchase an aggregate of 5,830,3,152 and 4,033 shares of common stock at an exercise price of $77.20, $47.60 and $37.20 per share, respectively (“Oxford/SVB Warrants”). The Oxford/SVB Warrants expire on June 30, 2026, November 22, 2026 and March 29, 2027, respectively.

On March 13, 2023, we issued and sold to PHC a warrant to purchase 771,288 shares of common stock for $15.0 million (the “Purchase Warrant”). The Purchase Warrant is a “pre-funded” warrant with a nominal exercise price of $0.02 per share (“the Purchase Warrant Shares”). All or any part of the Purchase Warrant is exercisable by PHC at any time and from time to time.

In March 2023, we entered into an exchange agreement with PHC, pursuant to which PHC exchanged $35.0 million aggregate principal amount of convertible notes due October 31, 2024 (the “PHC Notes”), including all accrued and unpaid interest thereon, for a warrant (the “PHC Exchange Warrant”) to purchase up to 3,426,266 shares of common stock (the “PHC Exchange Warrant Shares”). The PHC Exchange Warrant is a “pre-funded” warrant with a nominal exercise price of $0.02 per PHC Exchange Warrant Share. All or any part of the PHC Exchange Warrant is exercisable by PHC at any time and from time to time.

On September 8, 2023, we entered into the Loan and Security Agreement with several lenders and issued the Tranche 1 Warrants to acquire an aggregate of 41,619 shares of common stock at an initial exercise price of $12.01 per share. The Tranche 1 Warrants may be exercised through the earlier of (i) September 8, 2030 and (ii) the consummation of certain acquisition transactions involving the company, as set forth in the warrant agreement. On September 3, 2025, the Company and the lenders entered into an amendment to reduce the exercise price to $9.09 per share. All other terms of the warrants, including the expiration date and number of shares issuable upon exercise, remain unchanged**.**

On January 2, 2024, we issued the Tranche 2 Warrants to acquire an aggregate of 17,365 shares at an initial exercise price of $11.50 per share. The Tranche 2 Warrants may be exercised through the earlier of (i) January 2, 2031 and (ii) the consummation of certain acquisition transactions involving the company, as set forth in the warrant agreement. On September 3, 2025, the Company and the lenders entered into an amendment to reduce the exercise price to $9.09 per share. All other terms of the warrants, including the expiration date and number of shares issuable upon exercise, remain unchanged**.**

On October 24, 2024, in connection with the 2024 Registered Direct Offering, the Company issued to the investors in the offering the PP Warrants to purchase an aggregate of 2,285,714 shares of common stock at an exercise price of $7.00 per share. The PP Warrants were non-exercisable for the firstsix months after issuance and expire on April 29, 2030.

The following carrying amounts were outstanding under the Company’s notes payable as of September 30, 2025 and December 31, 2024 (in thousands):

Interest expense related to the notes payable for the nine months ended September 30, 2025 and 2024 was as follows (dollars in thousands):

The following are the scheduled maturities of the Company’s notes payable (including end of term fees) as of September 30, 2025 (in thousands):

On August 6, 2025, the Company entered into the Sales Agreement with TD Cowen, under which the Company could offer and sell, from time to time, at its sole discretion, shares of its common stock having an aggregate offering price of up to $100.0 million through TD Cowen as its sales agent in an “at the market” offering. TD Cowen will receive commissions up to 3.0% of the gross proceeds of any common stock sold through TD Cowen under the Sales Agreement. The shares were offered and sold pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on August 6, 2025. During the three months ended September 30 2025, the Company received approximately $0.3 million proceeds from the sale of 68,062 shares under the Sales Agreement, after deducting sales commissions and offering expenses.

On May 15, 2025, the Company entered into the Underwriting Agreement related to the Public Offering with several underwriters for the sale of 5,000,000 shares of its common stock at the Public Offering Price. Under the terms of

the Underwriting Agreement, the Company also granted the underwriters a 30-day option to purchase up to an additional 750,000 shares of common stock at the Public Offering Price, which the underwriters exercised in full. The Company received aggregate gross proceeds from the Public Offering of $57.5 million. The Company also entered into a securities purchase agreement with Abbott pursuant to which the Company agreed to issue and sell 2,026,963 shares of its common stock substantially concurrently with the Public Offering, at the Public Offering Price, to Abbott for an aggregate purchase price of approximately $20.3 million in the Private Placement. The Public Offering and Private Placement closed on May 19, 2025 and May 20, 2025, respectively, and the Company received net proceeds of approximately $52.1 million and $20.1 million, respectively, after deducting underwriting discount, commissions, and offering expenses.

On October 24, 2024, the Company completed a registered direct securities offering (the “2024 Registered Direct Offering”) to certain institutional investors in which we issued and sold 2,285,714 shares of common stock at $7.00 per share and simultaneously issued warrants (“PP Warrants”) to these investors in a private placement to purchase an aggregate of 2,285,714 shares of common stock at an exercise price of $7.00 per share. The PP Warrants were non-exercisable for the firstsix months after issuance and expire on April 29, 2030. The offering closed on October 28, 2024, and the Company received proceeds of approximately $14.8 million after payment of fees to the placement agent, but before payment of any additional expenses incurred by the Company in connection with the transaction.

In August 2023, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Goldman Sachs & Co. LLC (“GS”), under which the Company could offer and sell, from time to time, at its sole discretion, shares of its common stock having an aggregate offering price of up to $106.6 million through GS as its sales agent in an “at the market” offering. GS received commissions up to 3.0% of the gross proceeds of any common stock sold through GS under the Equity Distribution Agreement. The shares were offered and sold pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on August 10, 2023. On October 24, 2024, the Company amended the Equity Distribution Agreement with GS to reduce the maximum amount of shares issuable thereunder to $55.0 million. On May 15, 2025, in connection with the Public Offering and Private Placement, the Equity Distribution Agreement was terminated. At the time of termination of the Equity Distribution Agreement on May 15, 2025, the Company had received approximately $30.8 million in net proceeds from the sale of 2,006,528 shares under the Equity Distribution Agreement, after deducting sales commissions and offering expenses.

14. Stock-Based Compensation

2015 Plan

In December 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”), under which incentive stock options, non-qualified stock options and restricted stock units may be granted to the Company’s employees and certain other persons, such as officers and directors, in accordance with the 2015 Plan provisions. In February 2016, the Company’s Board of Directors adopted, and the Company’s stockholders approved, an Amended and Restated 2015 Equity Incentive Plan (the “Amended and Restated 2015 Plan”), which became effective on February 20, 2016. The Company’s Board of Directors may terminate the Amended and Restated 2015 Plan at any time. Options granted under the Amended and Restated 2015 Plan expireten years after the date of grant.

Pursuant to the Amended and Restated 2015 Plan, the number of shares of the Company’s common stock reserved for issuance automatically increases on January 1 of each year, ending on January 1, 2026, by 3.5% of the total number of shares of its common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by its Board of Directors. As of September 30, 2025,1,455,782 shares remained available for grant under the Amended and Restated 2015 Plan.

Inducement Plan

On May 30, 2019, the Company adopted the Senseonics Holdings, Inc. Inducement Plan (the “Inducement Plan”), pursuant to which the Company reserved 90,000 shares of the Company’s common stock for issuance. The only persons eligible to receive grants of awards under the Inducement Plan are individuals who satisfy the standards for

inducement grants in accordance with NYSE American Company Guide Section 711(a), including individuals who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company. An “Award” is any right to receive the Company’s common stock pursuant to the Inducement Plan, consisting of non-statutory options, restricted stock unit awards and other equity incentive awards. As of September 30, 2025,26,404 shares remained available for grant under the Inducement Plan.

Commercial Equity Plan

On January 30, 2023, the Company adopted the Senseonics Holdings, Inc. 2023 Commercial Equity Plan (the “Commercial Equity Plan”), pursuant to which the Company reserved 500,000 shares of common stock for issuance. Eligible recipients under the plan are non-employees of Senseonics. An “Award” is any right to receive the Company’s common stock pursuant to the Commercial Equity Plan, consisting of non-statutory options and restricted stock unit awards. As of September 30, 2025,315,375 shares remained available for grant under the Commercial Equity Plan.

2016 Employee Stock Purchase Plan

In February 2016, the Company adopted the 2016 Employee Stock Purchase Plan, (the “2016 ESPP”). The 2016 ESPP became effective on March 17, 2016. The maximum number of shares of common stock that may be issued under the 2016 ESPP was initially 800,000 shares and automatically increases on January 1 of each year, ending on and including January 1, 2026, by 1.0% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year; provided, however, the Company’s Board of Directors may act prior to the first day of any calendar year to provide that there will be no January 1 increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of common stock. As of September 30, 2025, there were 1,404,389 shares of common stock available for issuance under the 2016 ESPP. For the nine months ended September 30, 2025, there were purchases of 10,599 shares of common stock pursuant to the 2016 ESPP.

The 2016 ESPP permits participants to purchase shares of the Company’s common stock through payroll deductions of up to 15% of their earnings. Unless otherwise determined by the administrator, the purchase price of the shares will be 85% of the lower of the fair market value of common stock on the first day of an offering or on the date of purchase. Participants may end their participation at any time and deductions not yet used in a purchase are refundable upon employment termination. The Company initiated its first 2016 ESPP offering period on August 1, 2019 and new offering periods occur everysix months thereafter, each consisting oftwo purchase periods ofsix months in duration ending on or about January 31 st and July 31 st of each year. A participant may only be in one offering at a time. The 2016 ESPP contains an offering reset provision whereby if the fair market value of a share on offering date of an ongoing offering is less than or equal to the fair market value of a share on a new offering date, the ongoing offering will terminate immediately after the purchase date and rolls over to the new offering. The 2016 ESPP is considered compensatory for financial reporting purposes.

1997 Plan

On May 8, 1997, the Company adopted the 1997 Stock Option Plan (the “1997 Plan”), under which incentive stock options, non-qualified stock options, and restricted stock awards may be granted to the Company’s employees and certain other persons in accordance with the 1997 Plan provisions. Approximately 4,195 shares of the Company’s common stock underlying options remain outstanding under the 1997 Plan. Upon the effectiveness of the 2015 Plan, the Company no longer grants any awards under the 1997 Plan.

The following table represents the fair value hierarchy of the Company’s financial assets and liabilities measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024 (in thousands):

The Company hasnot recorded any tax provision or benefit for the three and nine months ended September 30, 2025 or 2024. The Company has provided a valuation allowance for the full amount of its net deferred tax assets since realization of any future benefit from deductible temporary differences, NOL carryforwards and research and development credits are not more-likely-than-not to be realized at September 30, 2025 and December 31, 2024.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, bonus depreciation and deductions for domestic research and development expenditures. The Company is currently evaluating OBBBA; however, it is not expected to have a material impact on the Company’s consolidated financial statements.

17. Related Party Transactions

PHC has a noncontrolling ownership interest in the Company. In addition, PHC has representation on the Company’s Board of Directors. The Company entered into a financing agreement with PHC on August 9, 2020 and entered into an exchange agreement with PHC during 2023. Ascensia, through the ownership interests of its parent company, PHC, is a related party.

Revenue from Ascensia during the nine months ended September 30, 2025 and 2024 was $11.8 million and $11.9 million, respectively. Ascensia earned commissions of$2.1 million and$0.5 million on sales made through our consignment channel during the nine months ended September 30, 2025 and 2024, respectively.

The amount due from Ascensia as of September 30, 2025 and December 31, 2024 was$2.7 million and$4.9 million, respectively. The amount due to Ascensia as of September 30, 2025 and December 31, 2024 was$3.7 million and$1.8 million, respectively. We also purchase certain medical supplies from Ascensia for our clinical trials. We paid Ascensia less than$0.1 million during each of the nine months ended September 30, 2025 and 2024 under this arrangement.

As previously discussed in Note 4, on September 3, 2025 the Company and Ascensia signed a MOUrelated to the transfer of commercial operations relating to Eversense from Ascensia back to the Company, including the Proposed Transition, which is contemplated to involve the termination of the existing Commercialization Agreement, with

commercial activities expected to transition back to the Company beginning January 1, 2026 pursuant to definitive agreements to be negotiated during the fourth quarter governing the Proposed Transition. The parties will cooperate through the transition period to ensure continuity of supply, customer support, and patient access.

18. Segment Information

The Company views its operations and manages its business inone operating segment, which also representsone reportable segment which derives its revenues from 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 (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources.

The CODM assesses performance for the segment based on net loss, which is reported in the consolidated statements of operations and comprehensive loss and uses the financial information in deciding on how to invest into the Company. The measure of segment assets is reported on the balance sheets as total assets.

The table below summarizes the significant expense categories regularly reviewed by the CODM for the three and nine months ended September 30, 2025 and 2024:

19. Subsequent Events

The Company has evaluated all subsequent events through the filing date of this Form 10-Q with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of September 30, 2025, and events which occurred subsequently but were not recognized in the financial statements. Except as described below there were no other subsequent events which required recognition, adjustment to or disclosure in the financial statements.

On October 3, 2025, the Company’s Board of Directors approved the one-for-twenty Reverse Stock Split. The Reverse Stock Split became effective on October 17, 2025, and the Company’s stock began trading on a post-split basis on October 20, 2025, subsequent to the end of the reporting period ended September 30, 2025 but prior to the issuance of the financial statements as of and for the period ended September 30, 2025. The Reverse Stock Split did not affect the par value of the common stock, which remains at$0.001 per share, and had no impact on the Company’s total stockholders’ equity.