| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 7, 2019 (the “Closing Date”), Sientra, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Vesta Intermediate Funding, Inc. (“Vesta”), pursuant to which the Company purchased certain assets, assumed certain liabilities and obtained anon-exclusive, royalty-free, perpetual, irrevocable, assignable, sublicensable, and worldwide license to certain intellectual property owned by Vesta (the “Vesta Acquisition”). In consideration of the Vesta Acquisition, the Company paid $14.0 million in cash on the Closing Date and will pay an additional $3.2 million and $3.0 million in cash (the “Post-Closing Amounts”) on November 7, 2021 and November 7, 2023, respectively. In addition, in the event the closing price of the Company’s common stock equals or exceeds a certain agreed upon price target (the “First Milestone Price Target”) on any date through November 7, 2023, the Company will issue Vesta 303,721 shares of common stock (the “First Milestone Shares”) within five business days of such date, and in the event the closing price of the Company’s common stock equals or exceeds a certain agreed upon price target (the “Second Milestone Price Target”) on any date through November 7, 2023, the Company will issue Vesta 303,721 shares of common stock (the “Second Milestone Shares”) within five business days of such date. The Company will use its commercially reasonable efforts to file and maintain a resale registrations statement registering the resale of the First Milestone Shares and the Second Milestone Shares. The Purchase Agreement contains customary representations and warranties and indemnification provisions. The Purchase Agreement also includes a mutualnon-solicitation agreement.
In connection with, and as a condition to the closing of, the Purchase Agreement, on November 7, 2019, the Company entered into a Lease with Vesta (the “Lease”) whereby the Company will lease approximately 24,000 square feet in the building where the manufacturing operations acquired in the Vesta Acquisition are located (the “Facility”). The Lease has an initial term of four years (the “Initial Term”). The Company will pay annual rent of $200,000 for each of the first two years and $320,000 for each of the third and fourth years of the Lease payable in equal monthly installments. The Lease includes an option for the Company to extend the term of the Lease one time for an additional four years (the “Extended Term”). The Lease contains customary events of default and, additionally, any failure by the Company to pay the Post-Closing Amounts when due or issue the First Milestone Shares or Second Milestone Shares when required shall be considered an event of default. The Lease also provides that, in the event of a sale of the Facility, the Company will have a right of first offer to purchase the Facility from Vesta.
The foregoing summaries of the Purchase Agreement and the Lease do not purport to be complete and are qualified in their entirety by reference to the text of the Purchase Agreement and Lease filed as Exhibit 10.1 ad Exhibit 10.2, respectively, to this Current Report on Form8-K.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information included in Item 1.01 of this Current Report on Form8-K is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information included in Item 1.01 of this Current Report on Form8-K is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
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Exhibit No. | | Description |
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| 10.1† | | Asset Purchase Agreement, dated November 7, 2019, by and between Sientra, Inc. and Vesta Intermediate Funding, Inc. |
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| 10.2† | | Lease, dated November 7, 2019, by and between Sientra, Inc. and Vesta Intermediate Funding, Inc. |
| † | Portions of this exhibit have been redacted in compliance withRegulation S-K Item 601(b)(10). |
