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 7, 2019

SIENTRA, INC.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	001-36709	 	20-5551000	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(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
(Registrant’s 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 7, 2019, Sientra, Inc. (the “ Company” ) issued a press release announcing certain preliminary estimated financial results for the Company for the quarter ended December 31, 2018. 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 9.01.	Financial Statements and Exhibits	
(d) Exhibits

Exhibit
No.	  	Description	
		
99.1	  	Press release, dated January 7, 2019.	

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 7, 2019	 		 	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 2018 Net Sales and
Appointment of Aesthetic Industry Veteran to Board of Directors
Anticipates total fourth quarter net sales of $19.0 million, growth of 72% year over year
Aesthetic industry veteran Mary M. Fisher joins Sientra’s Board of Directors
Santa Barbara, CA – January  7, 2019 – Sientra, Inc. (NASDAQ:SIEN) (“Sientra” or the “Company”), a medical aesthetics company, today announced preliminary unaudited nets sales for the fourth quarter 2018.
In addition, as previously disclosed, the Board of Directors of Sientra appointed Mary M. Fisher as a director of the Company effective January 1, 2019.
Jeffrey M. Nugent, Chairman and Chief Executive Officer of Sientra, said, “I am extremely proud of everything our team accomplished in 2018. I continue to be encouraged by the consistent progress we have made in establishing Sientra as a leading, diversified global partner to aesthetic physicians, and I believe the Company is well positioned for an even stronger 2019.”
Fourth quarter 2018 preliminary net sales
The quarterly financial estimates included in this release are prior to the completion of management’s review and audit procedures by Sientra’s external auditors and are therefore subject to adjustment.
Sientra anticipates total net sales for the fourth quarter 2018 to be approximately $19.0 million, an increase of 72% compared to $11.1 million for the same period in 2017.
Fourth quarter 2018 net sales expectations anticipates Breast Products segment net sales of $10.4 million, an increase of 27% compared to $8.2 million for the same period in 2017, reflecting the continued improvement in implant supply levels and another strong quarter for the tissue expander portfolio.
Fourth quarter 2018 net sales expectations anticipates miraDry segment net sales of $8.6 million, an increase of 197% compared to $2.9 million for the same period in 2017, reflecting strong system placements and consumables growth internationally as well as continued traction in the United States.
Sientra anticipates net cash and cash equivalents as of December 31, 2018 to be approximately $87 million, compared to $103 million at the end of the third quarter of 2018.

Mary M. Fisher appointed to Sientra’s Board of Directors
As previously disclosed, the Board of Directors appointed pharmaceutical and biotechnology industry veteran Mary M. Fisher as a director of the Company, effective January 1, 2019.
Mr. Nugent said, “Mary is one of the foremost leaders in our industry, and her unique perspective in the aesthetics category will help us continue to improve how we meet the needs of the physicians and patients that we serve. Her expertise in growing, evolving, and leading world-class aesthetic brands is a unique asset to the Sientra family as we work towards becoming a global, diversified aesthetic leader. I am looking forward to working with her.”
Ms. Fisher currently serves as Chief Executive Officer, Chair, and Board Director at Colorescience, a science-based skincare company and former division of SkinMedica, Inc. While at SkinMedica, she served as Chief Executive Officer from 2008 until 2012, when she led the successful sale of the company to Allergan, Inc.
Prior to joining SkinMedica, Ms. Fisher served as the Chief Operating Officer of Acorda Therapeutics – a biotechnology company focused on developing products for the treatment of central nervous system disorders – and previously held management and leadership positions at Cephalon, Immunex, and Boehringer Ingelheim. She previously served on the Board of Directors of Zeltiq Aesthetics, which was also acquired by Allergan. She is currently on the Board of MDRejuvena.
“I’m thrilled to join Sientra’s Board of Directors,” said Ms. Fisher. “Sientra’s leadership and transparency in the medical aesthetics space is commendable, and I look forward to supporting the company’s efforts to grow and expand an impressive portfolio of innovative, best-in-class products.”
About Sientra
Headquartered in Santa Barbara, California, Sientra is a diversified global medical aesthetics company and a leading partner to aesthetic physicians. The Company offers a suite of products designed to make a difference in patients’ lives by enhancing their body image, growing their self-esteem, and restoring their confidence. Sientra has developed a broad portfolio of products with technologically differentiated characteristics, supported by independent laboratory testing and strong clinical trial outcomes. The Company’s Breast Products Segment includes its OPUS™ breast implants, the first fifth generation breast implants approved by the FDA for sale in the United States, its ground-breaking Allox2 ® breast tissue expander with patented dual-port and integral drain technology, and BIOCORNEUM ® the #1 performing, preferred and recommended scar gel of plastic surgeons * . The Company’s miraDry Segment, comprises its miraDry ® system, which is approved for sale in over 40 international markets, and is the only non-invasive FDA-cleared device for the permanent reduction of underarm sweat, odor and 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 management’s current assumptions and expectations of future events and trends, which affect or may affect the Company’s 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 Company’s expected net sales for the quarter ended December  31, 2018, the Company’s expected cash and cash equivalents as of December  31, 2018, the expected growth of the Company’s current customer base and acquisition of new customers, the Company’s ability to deliver value and become a world class, diversified aesthetics organization. Such statements are subject to risks and uncertainties, including the dependence on conclusion of the audit procedures for the year ended December  31, 2018 by the Company’s independent auditors, positive reaction from plastic surgeons and their patients to Sientra’s Breast Products, risks associated with contracting with any third-party manufacturer and supplier, including uncertainties that such parties will be able to meet consumer demand, 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 Sientra’s Annual Report on Form 10-K for the year ended December  31, 2017. 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:
Neil Bhalodkar
(805) 679-8845
neil.bhalodkar@sientra.com

*  	Data on file