Appeal of Nasdaq Delisting Notice
On November 12, 2019, Sienna Biopharmaceuticals, Inc. (the “Company”) received a letter from the Office of General Counsel of the Nasdaq Stock Market (“Nasdaq”) informing the Company that, following the Company’s hearing with the Nasdaq Hearings Panel (the “Panel”) on October 17, 2019, the Panel has determined to continue the Company’s listing on Nasdaq, subject to certain conditions, including the following:
| | • | | On or before December 5, 2019, the Company shall update the Panel regarding the results of the Chapter 11 auction process currently being conducted under the jurisdiction of the United States Bankruptcy Court for the District of Delaware (the “Court”). The Company shall also provide a timeline for completion of the transaction and/or delisting, or, in the alternative, details regarding the financing / reorganization. Based on the information provided, the Panel will evaluate whether the listing should be continued. |
| | • | | On or before December 13, 2019, in the event the auction process results in an asset sale, the Company shall have completed the asset sale transaction. In the alternative, if the auction process results in a financing or reorganization plan with intent to emerge from bankruptcy, the Company shall provide the Panel with a submission detailing the plan and timeline going forward, as well as financial information regarding the ability of the post-bankruptcy entity to qualify for initial listing. The Panel will at that time evaluate whether the listing should be continued. |
There can be no assurances that Nasdaq will continue the Company’s listing through the entire bankruptcy process or that there will be a successful auction process.
On November 14, 2019, the Company issued a press release regarding the Panel’s determination, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Approval of Chapter 11 Bidding Procedures
On November 13, 2019, the Court entered an order approving the Company’s proposed bidding procedures and Chapter 11 sale process timeline (the “Bidding Procedures Order”). Under the Bidding Procedures Order, all bids to acquire all or substantially all of the Company’s assets, are due to Cowen and Company on or before December 2, 2019 at 5:00 p.m. Eastern Time. The Bidding Procedures Order sets forth various criteria that must be satisfied for a bid to be qualified and, among other things, sets forth procedures pursuant to which Sienna may select one or more “stalking horse bidders”. The Bidding Procedures Order also schedules an auction of the Company’s assets on December 5, 2019 at 10:00 a.m. Eastern Time and a hearing to consider approval of any sale on December 10, 2019 at 10:30 a.m. Eastern Time.
In the interim, the Company continues to manage and operate its business under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code. Sienna has retained Latham & Watkins as legal counsel and Cowen and Company as its investment bank to review financial and strategic alternatives with the goal of maximizing stakeholder value.
The foregoing description of the Bidding Procedures Order is a summary and does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the Bidding Procedures Order, a copy of which is available at a website administered by the Company’s claims agent, Epiq, at http://dm.epiq11.com/Sienna.
On November 14, 2019, the Company issued a press release regarding the Bidding Procedures Order, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
