SIENTRA,INC. (NASDAQ:SIEN) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01.
On July25, 2017, Sientra, Inc. (“Sientra”) filed a Current Report on Form 8-K (the “Original Report”) reporting the completion of its acquisition of Miramar Labs, Inc., a Delaware corporation (“Miramar”) on July25, 2017, to the Agreement and Plan of Merger, dated June11, 2017, by and among Sientra, Desert Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Sientra, and Miramar.
This Current Report on Form 8-K/A amends the Original Report to provide the historical financial statements of Miramar described in Item 2.01(a) below and the unaudited pro forma financial information described in Item 2.01(b) below.
| Item 2.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
The audited consolidated financial statements of Miramar as of and for the years ended December31, 2016 and December31, 2015 and the notes related thereto and related Report of the Independent Registered Public Accounting Firm are filed as Exhibit99.1 to this Current Report on Form8-K/A and are incorporated herein by reference.
The unaudited condensed consolidated financial statements of Miramar as of March31, 2017 and for the three months ended March31, 2017 and 2016 and the notes related thereto are filed as Exhibit99.2 to this Current Report on Form8-K/A and are incorporated herein by reference.
| (b) | Pro Forma Financial Information. |
The unaudited pro forma condensed combined financial information of Sientra and Miramar for the year ended December31, 2016 and as of and for the three months ended March31, 2017 and the notes related thereto are filed as Exhibit99.3 to this Current Report on Form8-K/A and are incorporated herein by reference.
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Exhibit No. |
Description |
| 23.1 | Consent of SingerLewak LLP. |
| 99.1 | Audited consolidated financial statements of Miramar as of and for the years ended December 31, 2016 and December 31, 2015 and the notes related thereto and related Report of the Independent Registered Public Accounting Firm (incorporated by reference by reference to the Form 10-K filed by Miramar Labs, Inc. on March 17, 2017 (File No. 333-191545)). |
| 99.2 | Unaudited condensed consolidated financial statements of Miramar as of March 31, 2017 and for the three months ended March 31, 2017 and 2016 and the notes related thereto (incorporated by reference by reference to the Form 10-Q filed by Miramar Labs, Inc. on May 16, 2017 (File No. 333-191545). |
| 99.3 | Unaudited pro forma condensed combined financial information of Sientra and Miramar for the year ended December 31, 2016 and as of and for the three months ended March 31, 2017 and the notes related thereto. |
Sientra, Inc. ExhibitEX-23.1 2 d466606dex231.htm EX-23.1 EX-23.1 Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements (No. 333-215603,…To view the full exhibit click here
About SIENTRA,INC. (NASDAQ:SIEN)
Sientra, Inc. is a medical aesthetics company. The Company’s primary products are silicone gel breast implants for use in breast augmentation and breast reconstruction procedures, which it offers in over 190 variations of shapes, sizes and textures. The Company sells its breast implants and breast tissue expanders, or breast products to plastic surgeons. Its breast implants are primarily used in elective procedures, which are generally performed on a cash-pay basis. The Company’s breast implants incorporate one or more differentiated technologies, including a cohesive silicone gel and texturing branded TRUE Texture. TRUE Texture provides texturing on the implant shell that is designed to reduce the incidence of malposition, rotation and capsular contracture. The Company also offers breast tissue expanders and a range of other aesthetic and specialty products. The Company offers a range of HSC+ breast implants, including anatomically shaped textured, round textured and round smooth.
