The information in this prospectus is not complete and may be changed. We may not sell
these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where
the offer or sale is not permitted.
Subject to completion, dated December 23, 2019
PROSPECTUS
SIENTRA, INC.
607,442 Shares
Common
Stock
This prospectus relates to an aggregate of up to 607,442 shares of our common stock, par value $0.01 per share, which may be offered for sale from time to time
by the selling stockholder, Vesta Intermediate Funding, Inc. (Vesta). We will not receive any of the proceeds from any sale of our common stock by the selling stockholder.
In November 2019, we entered into an asset purchase agreement (Purchase Agreement) with Vesta. Pursuant to the Purchase Agreement, we purchased certain assets,
assumed certain liabilities and obtained a non-exclusive, royalty-free, perpetual, irrevocable, assignable, sublicensable, and worldwide license to certain intellectual property owned by Vesta. As part of the consideration, we agreed that, in the
event the closing price of our common stock equals or exceeds a certain agreed upon price target (First Milestone Price Target) on any date through November 7, 2023, we will issue Vesta 303,721 shares of common stock (First Milestone Shares) within
five business days of such date, and in the event the closing price of our common stock equals or exceeds a certain agreed upon price target (Second Milestone Price Target) on any date through November 7, 2023, we will issue Vesta 303,721
shares of common stock (Second Milestone Shares) within five business days of such date. We refer to the First Milestone Shares and the Second Milestone shares together as the Shares.
The Shares are subject to a contractual lock-up on transfers for a period continuing to and including May 7, 2021
and November 7, 2022 for the First Milestone Shares and Second Milestone Shares, respectively. In addition, the lock-up restricts Vesta from selling more than
one-third of the First Milestone Shares or Second Milestone Shares in any thirty day period. For more information, refer to the section of this prospectus entitled Selling Stockholder.
The selling stockholder may offer shares of our common stock from time to time in a number of different ways and at varying prices. For more information on
possible methods of offer and sale by the selling stockholder, refer to the section of this prospectus entitled Plan of Distribution. If any underwriters, dealers or agents are involved in the sale of any of the shares of common stock,
their names, and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. We have agreed to bear
all of the expenses incurred in connection with the registration of these shares. The selling stockholder will pay or assume brokerage commissions and similar charges incurred for the sale of shares of our common stock.
The information in this prospectus is accurate as of the date on the front cover. Information incorporated by reference into this prospectus is accurate as of
the date of the document from which the information is incorporated.
You should not assume that information contained in or incorporated by reference into
this prospectus is accurate as of any other date.
Our common stock is listed on the NASDAQ Global Market under the symbol SIEN. On
December 20, 2019, the closing price of our common stock was $8.37 per share.
Investing in our securities involves risks. See the
section of this prospectus entitled Risk Factors and contained in any applicable prospectus supplement and any related free writing prospectus and under similar sections in the other documents that are
incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2019