Item 1.01 Entry into a Material Definitive Agreement.
On June 4, 2019, Sientra, Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated, William Blair & Company, L.L.C. and SVB Leerink LLC acting as representatives of the underwriters named therein (the “Underwriters”) relating to the issuance and sale of 17,391,305 shares of the Company’s common stock, par value $0.01 per share (the “Offering”). The price to the public in the Offering is $5.75 per share, before underwriting discounts and commissions. Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days from the date of the Underwriting Agreement, to purchase up to an additional 2,608,695 shares of common stock. The net proceeds to the Company from the Offering are expected to be approximately $93.6 million, after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company, assuming no exercise by the Underwriters of their option to purchase additional shares of common stock, or approximately $107.7 million if the Underwriters exercise their option to purchase additional shares in full. The transactions contemplated by the Underwriting Agreement are expected to close on June 7, 2019, subject to the satisfaction of customary closing conditions.
The Offering is being made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-231288), which became effective on May 22, 2019, as supplemented by a preliminary and final prospectus supplement thereunder, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement.
The legal opinion, including the related consent, of DLA Piper LLP (US) relating to the legality of the issuance and sale of the shares of the Company’s common stock in the Offering is filed as Exhibit 5.1 to this Current Report.
This Current Report contains forward-looking statements that involve risk and uncertainties, such as statements related to the anticipated closing of the Offering and the amount of net proceeds expected from the Offering. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Company’s Securities and Exchange Commission filings.
Item 8.01 Other Events.
On June 3, 2019, the Company issued a press release announcing that it had commenced the Offering, and on June 4, 2019, the Company issued a press release announcing that it had priced the Offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed with this Current Report:
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated June 4, 2019, by and among Sientra, Inc., Stifel, Nicolaus & Company, Incorporated William Blair & Company, L.L.C. and SVB Leerink LLC |
| |
| 5.1 | | Opinion and Consent of DLA Piper LLP (US) |
| |
| 23.1 | | Consent of DLA Piper LLP (US) (included in Exhibit 5.1) |
| |
| 99.1 | | Press Release, dated June 3, 2019, titled “Sientra Commences Public Offering of Common Stock” |
| |
| 99.2 | | Press Release, dated June 4, 2019, titled “Sientra Announces Pricing of Upsized Public Offering of Common Stock” |
