Current Report Filing (8-k)
February 20 2018 - 5:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2018
SIENTRA, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36709
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20-5551000
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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420 South Fairview Avenue, Suite 200
Santa Barbara, CA 93117
(Address of principal executive offices, with zip code)
(805)
562-3500
(Registrants telephone number, including area code)
Check the appropriate box below if the
Form 8-K
filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (
see
General Instruction A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☒
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. ☒
Item 1.01.
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Entry into a Material Definitive Agreement.
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On February 20, 2018, Sientra, Inc.
(the Company) entered into an
At-The-Market
Equity Offering Sales Agreement (the Sales Agreement) with Stifel, Nicolaus & Company,
Incorporated (Stifel) to sell shares of its Common Stock, par value $0.01 (the Common Stock), having an aggregate offering price of up to $50,000,000 (the Shares) from time to time, through an at the market
offering program (the ATM Offering) under which Stifel will act as sales agent.
The offer and sale of the Shares will
be made pursuant to the Companys effective shelf registration statement on Form
S-3
(File No. 333-222453),
the base prospectus contained
therein, dated February 2, 2018, and a prospectus supplement related to the ATM Offering, dated February 20, 2018.
This Current
Report on Form
8-K
shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
The Company is not
obligated to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Stifel will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal
law, rules and regulations, and the rules of the NASDAQ Global Select Market to sell shares from time to time based upon the Companys instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement,
Stifel may sell shares by any method deemed to be an at the market offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended. Stifels obligations to sell shares under the Sales Agreement are subject to the
satisfaction of certain conditions. The Company will pay Stifel a commission of 3.0% of the aggregate gross proceeds from each sale of shares occurring pursuant to the Sales Agreement, if any, and has agreed to provide Stifel with customary
indemnification and contribution rights. The Company has also agreed to reimburse Stifel for legal fees and disbursements, not to exceed $50,000 in the aggregate, in connection with entering into the Sales Agreement.
The Sales Agreement may be terminated by Stifel or the Company at any time upon written notice to the other party. The Company has also agreed
pursuant to the Sales Agreement to indemnify and provide contribution to Stifel against certain liabilities, including liabilities under the Securities Act.
The foregoing description of the terms of the Sales Agreement is subject to, and qualified in its entirety by, the Sales Agreement, a copy of
which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
The legal opinion of DLA Piper LLP (US), counsel to the
Company, relating to the Shares is filed as Exhibit 5.1 hereto.
Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
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SIENTRA, INC.
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Date: February 20, 2018
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By:
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/s/
Jeffrey M. Nugent
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Jeffrey M. Nugent
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Chairman of the Board of Directors and Chief
Executive Officer
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