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): January 5, 2018
SIENTRA, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-36709 | 20-5551000 | ||
(State or other jurisdiction of incorporation) |
(Commission FileNumber) |
(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
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 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 to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 Rule 12b-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. ☒
Item 2.02. | Results of Operations and Financial Condition. |
On January 8, 2018, Sientra, Inc. (the Company) issued a press release announcing certain preliminary estimated financial results for the Company for the year ended December 31, 2017. The text of the press release issued by the Company is furnished as Exhibit 99.1 to this report.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed as filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. | Other Events. |
On January 5, 2018, the Board of Directors of the Company appointed Nick Simon to the Audit Committee. Mr. Simon will replace Philippe Schaison as a member of the Audit Committee. Mr. Schaison was concurrently appointed to the Nominating and Corporate Governance Committee.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Press release, dated January 8, 2018. |
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.
SIENTRA, INC. | ||||||
Date: January 8, 2018 |
By: |
/s/ Jeffrey M. Nugent | ||||
Jeffrey M. Nugent | ||||||
Chairman of the Board of Directors and Chief | ||||||
Executive Officer |
Exhibit 99.1
Sientra Announces Preliminary Unaudited
Fourth Quarter 2017 Revenue
Board Member Keith Sullivan Appointed Interim General Manager of miraDry
Miramar Labs Officially Named miraDry, a Sientra Subsidiary
Universal Shelf Registration Filed on Form S-3
Santa Barbara, CA January 8, 2018 Sientra, Inc. (NASDAQ: SIEN) (Sientra or the Company), a medical aesthetics company, today announced preliminary unaudited revenue for the fourth quarter 2017. In addition, the Company appointed Keith Sullivan as interim General Manager of miraDry, a Sientra subsidiary, (formerly Miramar Labs), effective January 1, 2018, and filed a universal shelf registration on Form S-3 with the United States Securities and Exchange Commission (SEC).
Jeffrey M. Nugent, Chairman and Chief Executive Officer of Sientra, said, I am extremely proud of everything our team accomplished in 2017. We will look back on 2017 as one where we continued to show our resilience and put the building blocks in place to come back to the market as a stronger and better Sientra. Our Breast Products segment is in the final stages of ramping up for our relaunch back into the market with our newly U.S. sourced implants while our tissue expanders and bioCorneum scar management products continue to take market share.
Mr. Nugent added, We made further progress in 2017 in becoming a truly globally diversified aesthetic company with our acquisition of miraDry and continued to make progress in the fourth quarter to further optimize and integrate the miraDry business. As Keith takes on the role as interim General Manager of miraDry, we look forward to the opportunity to draw on his extensive commercial and leadership experience in the medical aesthetics industry as we search for a permanent general manager. We saw lower than expected growth in the second half of 2017 due to our focused priorities during this period to optimize the organization and technology and to reposition the business for long term growth. We maintain our strong conviction that the miraDry business will be a significant revenue growth driver for us as we move into 2018 and beyond.
Keith Sullivan, interim General Manager of miraDry, commented, I am extremely excited to take the lead of the Companys miraDry subsidiary as our growing team continues to drive closer to fully optimizing this novel aesthetics technology and enhancing our global sales infrastructure. I have executed this playbook before and remain confident in what can be accomplished by putting the necessary people and treatment pieces in place to drive significant commercial adoption of a unique technology platform like miraDry. We have already met our preliminary hiring target for miraDry sales representatives, hired two experienced leaders to head our U.S. and international sales efforts, and we are now finalizing preparations to launch and train with an optimized miraDry treatment protocol at our upcoming national sales meeting this month for a first quarter market launch. In 2018, we look forward to expanding the miraDry marketing team and leveraging each of these initiatives to broaden adoption globally and grow miraDry sales significantly.
Mr. Sullivan, a member of the Sientra Board of Directors and the miraDry Operating Committee, was most recently Chief Commercial Officer and President, North America of ZELTIQ Aesthetics, Inc., a medical technology company focused on developing and commercializing products utilizing its proprietary controlled-cooling technology platform under the Coolsculpting® brand. Mr. Sullivan led the restructuring of the global commercial organization resulting in a nearly 50% 4-year CAGR to $376 million in revenue leading to an acquisition by Allergan. Mr. Sullivan, has more than 30 years of senior sales leadership experience in the medical device industry.
Mr. Nugent concluded, Today, we also filed a shelf registration to position us to raise capital, if needed, to continue to grow our miraDry business while expanding our breast implant franchise following the expected FDA approval of our U.S. manufacturing facility.
Fourth Quarter 2017 Preliminary Revenue
The quarterly financial estimates included in this release are prior to the completion of review and audit procedures by Sientras external auditors and are therefore subject to adjustment.
The Company is reporting results in two segments, Breast Products and miraDry. The Breast Products segment will include the Companys breast implant portfolio, tissue expander portfolio, and scar management products. The miraDry segment will include the miraDry business, the acquisition of which was completed on July 25, 2017. The Company is now consolidating financials from the miraDry segment.
Sientra anticipates total revenue for the fourth quarter 2017 to be approximately $11.4 million, compared to total revenue for the fourth quarter 2016 of $6.5 million. Fourth quarter 2017 revenue expectations include anticipated segmented Breast Product revenue of $8.2 million and miraDry revenue of $3.2 million.
The Company filed a universal shelf registration statement on Form S-3 with the SEC for up to an aggregate amount of $150 million. The shelf registration statement will allow the Company to provide more timely and efficient access to the capital markets should the Company decide to issue securities in the future, subject to market conditions.
About Sientra
Headquartered in Santa Barbara, California, Sientra is a medical aesthetics company committed to making a difference in patients lives by enhancing their body image, growing their self-esteem and restoring their confidence. The Company was founded to provide greater choice to board-certified plastic surgeons and patients in need of medical aesthetics products. The Company has developed a broad portfolio of products with technologically differentiated characteristics, supported by independent laboratory testing and strong clinical trial outcomes. The Company sells its breast implants and breast tissue expanders exclusively to board-certified and board-admissible plastic surgeons and tailors its customer service offerings to their specific needs. The Company also offers a range of other aesthetic and specialty products including BIOCORNEUM®, the professional choice in scar management, and miraDry, the only FDA cleared device to reduce underarm sweat, odor and permanently reduce hair of all colors.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, based on managements current assumptions and expectations of future events and trends, which affect or may affect the Companys business, strategy, operations or financial performance, and actual results may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements include, but are not limited to, statements regarding the timing of FDA approval of the Companys new manufacturing facility, the expected benefits of the Miramar acquisition, the Companys ability to become a world class, diversified aesthetics organization, the timing of effectiveness of the Companys registration statement on Form S-3, the timing of the launch of an optimized miraDry treatment protocol, the timing of the re-launch of the Companys breast implants and the expected growth of the miraDry team and sales. Such statements are subject to risks and uncertainties, including the dependence on positive reaction from plastic surgeons and their patients and risks associated with contracting with any third-party manufacturer and supplier, including uncertainties that a PMA Supplement or other regulatory requirements will be timely approved by the FDA or other applicable regulatory authorities and that the integration of recently acquired product lines will not achieve the anticipated benefits. Additional factors that could cause actual results to differ materially from those contemplated in this press release can be found in the Risk Factors section of Sientras most recently filed Quarterly Report on Form 10-Q and its Annual Report on Form 10-K for the year ended December 31, 2016. All statements other
than statements of historical fact are forward-looking statements. The words believe, may, might, could, will, aim, estimate, continue, anticipate, intend, expect, plan, or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes are intended to identify estimates, projections and other forward-looking statements. Estimates, projections and other forward-looking statements speak only as of the date they were made, and, except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection or forward-looking statement.
Investor Contacts:
Patrick F. Williams
Sientra, Chief Financial Officer
(619) 675-1047
patrick.williams@sientra.com
Tram Bui / Brian Johnston
The Ruth Group
(646) 536-7035 / (646) 536-7028
IR@sientra.com
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