Current Report Filing (8-k)
March 26 2018 - 4:18PM
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): March 23, 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. ☒
Sientra, Inc. (the Company) has reached an
Agreement-in-Principle
(Agreement-in-Principle)
with the Staff of the Division of
Enforcement (the Staff) of the U.S. Securities and Exchange Commission (SEC) to settle, without admitting or denying, charges arising out of the SECs investigation into alleged false and misleading statements or
omissions made in connection with its
follow-on
public offering (the Offering) that closed on September 23, 2015. Those charges include alleged violations of Section 10 of the
Securities Exchange Act of 1934, as amended, and Rule
10b-5
promulgated thereunder, and Sections 17(a)(1)-(3) of the Securities Act of 1933, as amended.
There is no monetary component to the
Agreement-in-Principle,
but it will contain an order prohibiting future violations of the securities laws. The
Agreement-in-Principle
is subject to review and approval by the Commissioners of
the SEC.
The Staff informed the Company on March 1, 2018 that it was considering bringing charges against the Company related to the
Offering. A settlement would allow the Company to resolve those charges without protracted litigation, significant legal costs, and distracting management from driving the business forward. To the Companys knowledge, the SEC does not intend to
charge any of the Companys current officers or directors in connection with its investigation.
The Company previously reported
having settled all shareholder class action litigation related to this matter.
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: March 26, 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
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Executive Officer
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