As filed with the Securities and Exchange Commission on June 22, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIENTRA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-5551000 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
3333 Michelson Drive, Suite 650
Irvine, California 92612
(805) 562-3500
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Sientra, Inc. Inducement Plan
(Full title of the plan)
Ronald Menezes
Chief Executive Officer
Sientra, Inc.
3333 Michelson Drive, Suite 650
Irvine, California 92612
(805) 562-3500
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Patrick J. O’Malley
DLA Piper LLP (US)
4365 Executive Drive, Suite 1100
San Diego, California 92121
(858) 677-1400
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed for the purpose of registering an additional 511,128 shares of the Registrant’s common stock to be issued pursuant to the Registrant’s Inducement Plan, which are the same class as those securities previously registered on effective Form S-8 filed with the Securities and Exchange Commission on April 11, 2016 (File No. 333- 210695), January 18, 2017 (File No. 333-215603), March 15, 2018 (File No. 333-223666), April 18, 2019 (File No. 333-230924), and April 10, 2020 (File No. 333-237641). The contents of those Registration Statements, as amended, or as modified or superseded pursuant to Rule 412 under the Securities Act, are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| * | Filed herewith. |
| # | Indicates a management contract or compensatory plan or arrangement. |
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on June 22, 2023.
| Sientra, Inc. | ||
| By: | /s/ Ronald Menezes | |
| Ronald Menezes | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
BE IT KNOWN BY THESE PRESENTS: That each person whose name is signed hereto has made, constituted and appointed, and does hereby make, constitute and appoint Andrew C. Schmidt and Oliver Bennett as his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution for him or her and his or her name, place and stead, in any and all capacities to sign the Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his substitutes, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Ronald Menezes | President, Chief Executive Officer and Director (Principal Executive Officer) | June 22, 2023 | ||
| Ronald Menezes | ||||
/s/ Andrew C. Schmidt | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | June 22, 2023 | ||
| Andrew C. Schmidt | ||||
/s/ Caroline Van Hove | Executive Chair of the Board | June 22, 2023 | ||
| Caroline Van Hove | ||||
/s/ Nori Ebersole | Director | June 22, 2023 | ||
| Nori Ebersole | ||||
/s/ Dr. Irina Erenburg | Director | June 22, 2023 | ||
| Dr. Irina Erenburg | ||||
/s/ Mary M. Fisher | Director | June 22, 2023 | ||
| Mary M. Fisher | ||||
/s/ Alexander Casdin | Director | June 22, 2023 | ||
| Alexander Casdin | ||||
/s/ Philippe A. Schaison | Director | June 22, 2023 | ||
| Philippe A. Schaison | ||||
