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)
| | | | |
| Delaware | | 001-36709 | | 20-5551000 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
420 South Fairview Avenue, Suite 200
Santa Barbara, CA 93117
(Address of principal executive offices, with zip code)
(805)562-3500
(Registrant’s telephone number, including area code)
Check the appropriate box below if theForm 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.):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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 anAgreement-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 SEC’s investigation into alleged false and misleading statements or omissions made in connection with itsfollow-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 Rule10b-5 promulgated thereunder, and Sections 17(a)(1)-(3) of the Securities Act of 1933, as amended.
There is no monetary component to theAgreement-in-Principle, but it will contain an order prohibiting future violations of the securities laws. TheAgreement-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 Company’s knowledge, the SEC does not intend to charge any of the Company’s 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 | | | | By: | | /s/Jeffrey M. Nugent |
| | | | | | Jeffrey M. Nugent |
| | | | | | Chairman of the Board of Directors and Chief |
| | | | | | Executive Officer |
