As filed with the Securities and Exchange Commission on May 8, 2019
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Sientra, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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20-5551000
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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420 South Fairview Avenue, Suite 200
Santa Barbara, CA 93117
(805)
562-3500
(Address ,including zip code, and telephone number, including area code, of registrants principal executive offices)
Jeffrey Nugent
Chief
Executive Officer
Sientra, Inc.
420 South Fairview Avenue, Suite 200
Santa Barbara, CA 93117
(805)
562-3500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
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Paul Little
Chief Financial Officer and Treasurer
Sientra, Inc.
420 South
Fairview Avenue, Suite 200
Santa Barbara, CA 93117
Tel: (805)
562-3500
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Michael S. Kagnoff, Esq.
Patrick J. OMalley, Esq.
DLA Piper LLP (US)
4365
Executive Drive, Suite 1100
San Diego, CA 92121
Tel:
(858) 677-1400
Fax:
(858) 677-1401
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
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 definition of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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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 Securities Act. ☒
CALCULATION
OF REGISTRATION FEE
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Title of each class of
securities to be registered (1)
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee
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Common Stock, par value $0.01 per share
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Preferred Stock, par value $0.01 per share
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Debt Securities
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Warrants
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Units
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Total
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$150,000,000
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$18,180(3)
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(1)
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Not specified as to each class of securities to be registered hereunder pursuant to General Instruction II(D)
to Form
S-3
under the Securities Act of 1933, as amended (the Securities Act). Includes an indeterminate number of securities that may be issued in primary offerings or upon exercise, conversion or
exchange of any securities registered hereunder that provide for exercise, conversion or exchange.
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(2)
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The proposed maximum aggregate offering price per class of securities will be determined from time to time by
the registrant in connection with the issuance of the securities registered hereunder. The aggregate public offering price of the securities registered hereby will not exceed $150,000,000. With respect to debt securities, the public offering price
therefor excludes accrued interest and accrued amortization of discount, if any, to the date of delivery.
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(3)
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The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933, as
amended.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.