Senseonics Holdings, Inc. (SENS) Earnings Call Transcript & Summary

Hello, everyone, and welcome to the Special Meeting of Stockholders for the Senseonics Holdings, Inc. Before we get started, I would like to go over a few items so you know how to participate in today's meeting. [Operator Instructions] Today's meeting is being recorded. That's number 2. And now I would like to introduce Stephen DeFalco, Chairman of the Board of Directors of Senseonics Holdings, Inc.

Good morning. I'm Stephen DeFalco, and I'm serving as the Chairman of the Special Meeting of the Shareholders of Senseonics Holdings, Inc. I'm very happy to welcome you to the special meeting. We are holding the special meeting virtually instead of in-person as a result of heightened health and safety concerns due to the ongoing COVID-19 pandemic. Before I call the meeting to order, I'd like to introduce to you the members of the Board and the company who are with us today. The other company representatives here today that will be assisting with conducting this meeting are Tim Goodnow, Chief Executive Officer of Senseonics; and Nick Tressler, Chief Financial Officer of Senseonics. I would also like to introduce Dan Kotter and Sydney Linney of Ernst & Young, our independent registered public accounting firm, who are available to respond to appropriate questions. Finally, I would also like to introduce Darren DeStefano, Mark Ballantyne and William DuVal of Cooley LLP, our outside corporate counsel. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in the notice of special meeting and proxy statement. After the formal part of the meeting, we will give you an opportunity to ask any questions you may have. The agenda and rules of conduct for the meeting have been provided on the meeting website. As stated in the rules of conduct, only validated shareholders may ask text questions in the designated field on the meeting website. [Operator Instructions] Will the secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders' list?

As at this time, I have at this meeting a complete list of the stockholders of record of our common stock and our preferred stock on September 2, 2020, the record date for this meeting. I also have an affidavit certifying that on September 9, 2020, a notice of Annual Meeting of Stockholders of the company were deposited in the U.S. mail to all stockholders of record at the close of business on September 2, 2020.

At this time, I'd like to appoint [ Sue Barron ] to act as inspector of elections at this meeting. [ Sue Barron ] has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file his oath with the records of the meeting. His function is to decide upon the qualification of voters, accept their votes and when balloting on all sub -- all matters is completed, to tally the final votes. Will the secretary please report at this time with respect to the existence of a quorum?

I have been informed by the inspector of election that proxies have been received for 207,608,619 of the 247,706,693 shares of common stock outstanding on the record date, including shares of Series A preferred stock on an as converted to common stock basis, which, in the aggregate, represents approximately 84% of the total number of outstanding shares of common stock, including shares of Series A preferred stock on an as converted to common stock basis. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting. If you have not already voted your shares, you may vote online prior to the closing of the polls. The polls will be closed for voting after I go through each of the proposals to be voted on.

We will now proceed with the formal business of this meeting. There are 2 proposals to be considered by the shareholders at this meeting. After the last proposal is read, stockholders will have the opportunity to submit comments and have questions answered prior to the closing of the polls.

The time is now 10:06 a.m. on Thursday, October 22, and the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted on.

The first item of business is the approval of the issuance of more than 20% of the company's outstanding common stock upon conversion of senior secured convertible notes issued in August 2020 as required by and in accordance with the New York Stock Exchange American Rule 713. The second item of business is the approval of the amendment to the -- to our amended and restated certificate of incorporation to increase the authorized number of shares of common stock from 450 million to 900 million shares. If any stockholder would like to make a comment or question regarding these proposals, please submit your comment or questions through our -- through the web portal. That was the final proposal for today's meeting. The secretary will now describe the voting procedures.

You may vote your shares online at this time by following instructions you received in your confirmation of registration e-mail. You do not need to vote in person if you have already sent in your signed proxy or voted via telephone or online before the meeting and do not want to change your vote. Any stockholder who has not yet voted or who wishes to change their vote may do so by clicking on the voting button on the web portal and following instructions there. Each share of common stock is entitled to 1 vote, and each share of preferred stock is entitled to 2,101 votes. [Voting]

The time is now 10:08 a.m., and the polls are now closed for voting.

May we have the results of the voting?

The report of the inspector of election covering the proposals presented at this meeting is as follows: the first proposal to approve the issuance of more than 20% of the company's outstanding common stock upon conversion of senior secured convertible notes issued in August 2020 as required by and in accordance with the New York Stock Exchange American Rule 713 is carried. The second proposal to amend our amended and restated certification of incorporation to increase the authorized number of shares of common stock from 450 million shares to 900 million shares is carried. We expect to report our preliminary voting results or, if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within 4 business days after the end of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within 4 business days after the final results are known to us.

This concludes the formal portion of today's meeting, and I will turn the meeting over to Dr. Tim Goodnow, Chief Executive Officer of Senseonics.

Thank you, Stephen. Now we'd like to open up the line for any stockholder questions and comments. We will take the stockholder questions that are being entered today on the web portal. [Operator Instructions]

[Operator Instructions]

At this point, there are no questions. Is there any opposition to concluding this meeting?

This concludes the special meeting. Thank you to all stockholders for attending the meeting. Enjoy the rest of your day.