SIENTRA,INC. (NASDAQ:SIEN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On February20, 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 to the Company’s effective “shelf” registration statement on Form S-3 (FileNo.333-222453), the base prospectus contained therein, dated February2, 2018, and a prospectus supplement related to the ATM Offering, dated February20, 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 Company’s 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. Stifel’s 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 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 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 1.01. | Financial Statements and Exhibits. |
Sientra, Inc. ExhibitEX-5.1 2 d478501dex51.htm EX-5.1 EX-5.1 Exhibit 5.1 DLA Piper LLP (US) 4365 Executive Drive San Diego,…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.
