UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 10, 2021
 
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)	 	(IRS Employer
Identification No.)	
 
420 South Fairview Avenue, Suite 200
Santa Barbara, CA 93117
(Address of Principal Executive Offices and Zip Code)
Registrant’s Telephone Number, Including Area Code: (805) 562-3500
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	 	Trading
Symbol(s)	 	Name of each exchange on which registered	
Common Stock, par value $0.01 per share	 	SIEN	 	The Nasdaq Stock Market LLC	
 
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. below):
☐	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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 2.01. Completion of Acquisition or Disposition of Assets.
On June 10, 2021, Sientra, Inc., a Delaware corporation (“Sientra”), completed the previously announced sale of its miraDry business (the “Sale”) to miraDry Acquisition Company, Inc., a Delaware corporation (“Buyer”), an entity affiliated with 1315 Capital II, LP. The Sale was made pursuant to the terms and conditions of the Asset Purchase Agreement (the “Purchase Agreement”), dated May 11, 2021, among Sientra and certain of its subsidiaries, Buyer, and, solely for purposes of Section 8.14 of the Purchase Agreement, 1315 Capital II, LP,
The total cash received by Sientra was approximately $11.3 million, subject to certain adjustments as set forth in the Purchase Agreement.
The consummation of the Sale transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma financial information required by Item 9.01 is included as Exhibit 99.1 to this Current Report on Form 8-K.
The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2021.
Item 7.01. Regulation FD Disclosure.
On June 11, 2021, Sientra issued a press release announcing the events discussed in Item 2.01 above, the text of which is furnished as Exhibit 99.2 hereto and incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18. Furthermore, the information contained in this Item 7.01, including Exhibit 99.2 hereto, shall not be deemed to be incorporated by reference into Sientra’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
 
(b) Pro Forma Financial Information.
 
The following financial information is included as Exhibit 99.1 to this Current Report on Form 8-K and is filed herewith and incorporated herein by reference:
 
•	Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2021.	
•	Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2020 and the three months ended March 31, 2021.	
(d) Exhibits.
 
Exhibit No.	 	Description	
99.1	 	Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2021 and Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2020 and the three months ended March 31, 2021.	
99.2	 	Press Release, dated June 11, 2021.	
104	 	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	

2

 
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: June 16, 2021	 	 	 	By:	 	/s/ Ronald Menezes	
 	 	 	 	
 	 	 	 	 	 	Ronald Menezes	
 	 	 	 	 	 	President and Chief Executive Officer	

3

Exhibit 99.1
Sientra, Inc
Unaudited Pro Forma Financial Statements
 
On June 10, 2021, Sientra, Inc., a Delaware corporation (“Sientra”), completed the previously announced sale of its miraDry business (the “Sale”) to miraDry Acquisition Company, Inc., a Delaware corporation (“Buyer”), an entity affiliated with 1315 Capital II, LP. The Sale was made pursuant to the terms and conditions of the Asset Purchase Agreement (the “Purchase Agreement”), dated May 11, 2021, among Sientra and certain of its subsidiaries, Buyer, and, solely for purposes of Section 8.14 of the Purchase Agreement, 1315 Capital II, LP.
The aggregate purchase price was $10.0 million, which after certain adjustments for agreed upon changes in the estimated net asset value amount of purchased assets and assumed liabilities resulted in net upfront cash proceeds of approximately $11.3 million. Subject to the terms and conditions of the Purchase Agreement, additional post close adjustments may be required based on the final net asset value of purchased assets and assumed liabilities as of the date of close which may result in an increase or decrease in the final purchase price.
The unaudited pro forma condensed consolidated financial statements were derived from the Company’s historical financial statements and are being presented to give effect to the disposition of the miraDry business. Included herein are the following unaudited pro forma financial statements:

 	•	Condensed consolidated balance sheet as of March 31, 2021, as adjusted assuming the disposition occurred on March 31, 2021; and	
 	•	Condensed consolidated statements of operations for the three months ended March 31, 2021 and the year ended December 31, 2020, as adjusted assuming the disposition occurred on January 1, 2020.	
The unaudited pro forma condensed consolidated financial statements are prepared in accordance with Article 11 of Regulation S-X. The pro forma adjustments are described in the accompanying notes and are based upon information and assumptions available at the time of the filing of this report on Form 8-K.
The unaudited pro forma condensed consolidated balance sheet and statements of operations should be read in conjunction with the historical financial statements and accompanying notes included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 11, 2021 and the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on May 11, 2021.
The unaudited pro forma financial information is based on financial statements prepared in accordance with U.S. generally accepted accounting principles, which are subject to change and interpretation. The unaudited pro forma condensed consolidated financial statements were based on and derived from our historical consolidated financial statements, adjusted for those amounts which were determined to be directly attributable to the disposition, factually supportable, and with respect to the unaudited pro forma condensed consolidated statements of operations, expected to have a continuing impact on our consolidated results. Actual adjustments, however, may differ materially from the information presented. In addition, the unaudited pro forma financial information is based upon available information and assumptions that management considers to be reasonable, and such assumptions have been made solely for purposes of developing such unaudited pro forma financial information for illustrative purposes in compliance with the disclosure requirements of the SEC. The unaudited pro forma financial information is not necessarily indicative of the financial position or results of operations that would have actually occurred had the disposition occurred on the dates indicated. In addition, these unaudited pro forma condensed consolidated financial statements should not be considered to be indicative of the future financial performance and results of operations of the Company.

Exhibit 99.1
 
Sientra, Inc.	 	
Unaudited Pro Forma Condensed Consolidated Balance Sheet	 	
(In thousands, except per share and share amounts)	 	

 	 	March 31, 2021	 	
 	 	Sientra, Inc. Historical	 	 	Pro Forma Adjustments (d)	 	 	Pro Forma	 	
Assets	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	80,372	 	 	$	11,313	 	(a)	$	91,685	 	
Accounts receivable, net	 	 	25,438	 	 	 	(5,643	)	 	 	19,795	 	
Inventories, net	 	 	50,556	 	 	 	(8,869	)	 	 	41,687	 	
Prepaid expenses and other current assets	 	 	2,803	 	 	 	(151	)	 	 	2,652	 	
Total current assets	 	 	159,169	 	 	 	(3,350	)	 	 	155,819	 	
Property and equipment, net	 	 	13,388	 	 	 	(316	)	 	 	13,072	 	
Goodwill	 	 	9,202	 	 	 	-	 	 	 	9,202	 	
Other intangible assets, net	 	 	9,081	 	 	 	-	 	 	 	9,081	 	
Other assets	 	 	7,573	 	 	 	-	 	 	 	7,573	 	
Total assets	 	$	198,413	 	 	$	(3,666	)	 	$	194,747	 	
Liabilities and Stockholders' Equity	 	 	 	 	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	
Current portion of long-term debt	 	$	5,820	 	 	$	-	 	 	$	5,820	 	
Accounts payable	 	 	3,845	 	 	 	(250	)	 	 	3,595	 	
Accrued and other current liabilities	 	 	26,935	 	 	 	(351	)	(b)	 	26,584	 	
Customer deposits	 	 	21,956	 	 	 	(300	)	 	 	21,656	 	
Sales return liability	 	 	11,020	 	 	 	-	 	 	 	11,020	 	
Total current liabilities	 	 	69,576	 	 	 	(901	)	 	 	68,675	 	
Long-term debt, net of current portion	 	 	60,540	 	 	 	-	 	 	 	60,540	 	
Derivative liability	 	 	69,310	 	 	 	-	 	 	 	69,310	 	
Deferred and Contingent Consideration	 	 	2,467	 	 	 	-	 	 	 	2,467	 	
Warranty reserve and other long-term liabilities	 	 	9,461	 	 	 	-	 	 	 	9,461	 	
Total liabilities	 	 	211,354	 	 	 	(901	)	 	 	210,453	 	
Commitments and contingencies	 	 	 	 	 	 	 	 	 	 	 	 	
Total stockholders' equity	 	 	(12,941	)	 	 	(2,765	)	(c)	 	(15,706	)	
Total liabilities and stockholders' equity	 	$	198,413	 	 	$	(3,666	)	 	$	194,747	 	
 
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

 

Exhibit 99.1
 
Sientra, Inc.	 	
Unaudited Pro Forma Condensed Consolidated Statement of Operations	 	
(In thousands, except per share and share amounts)	 	

 	 	Three Months Ended March 31, 2021	 	
 	 	Sientra, Inc. Historical	 	 	Pro Forma Adjustments (e)	 	 	Pro Forma	 	
Net sales	 	$	23,236	 	 	$	(4,924	)	 	$	18,312	 	
Cost of goods sold	 	 	10,935	 	 	 	(2,776	)	 	 	8,159	 	
Gross profit	 	 	12,301	 	 	 	(2,148	)	 	 	10,153	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	
Sales and marketing	 	 	12,375	 	 	 	(556	)	 	 	11,819	 	
Research and development	 	 	2,392	 	 	 	(197	)	 	 	2,195	 	
General and administrative	 	 	7,354	 	 	 	557	 	 	 	7,911	 	
Total operating expenses	 	 	22,121	 	 	 	(196	)	 	 	21,925	 	
Loss from operations	 	 	(9,820	)	 	 	(1,952	)	 	 	(11,772	)	
Other income (expense), net:	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	 	 	2	 	 	 	-	 	 	 	2	 	
Interest expense	 	 	(2,004	)	 	 	-	 	 	 	(2,004	)	
Change in fair value of derivative liability	 	 	(42,740	)	 	 	-	 	 	 	(42,740	)	
Other income (expense), net	 	 	(128	)	 	 	31	 	 	 	(97	)	
Total other income (expense), net	 	 	(44,870	)	 	 	31	 	 	 	(44,839	)	
Loss before income taxes	 	 	(54,690	)	 	 	(1,921	)	 	 	(56,611	)	
Income tax expense (benefit)	 	 	-	 	 	 	-	 	 	 	-	 	
Net loss	 	$	(54,690	)	 	$	(1,921	)	 	$	(56,611	)	
Basic and diluted net loss per share attributable to common stockholders	 	$	(1.01	)	 	$	(0.04	)	 	$	(1.04	)	
Weighted average outstanding common shares used for net loss per share attributable to common stockholders:	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted	 	 	54,321,146	 	 	 	 	 	 	 	54,321,146	 	
 
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

 

Exhibit 99.1
 
Sientra, Inc.	 	
Unaudited Pro Forma Condensed Consolidated Statement of Operations	 	
(In thousands, except per share and share amounts)	 	

 	 	Year Ended December 31, 2020	 	
 	 	Sientra, Inc. Historical	 	 	Pro Forma Adjustments (e)	 	 	Pro Forma	 	
Net sales	 	$	71,241	 	 	$	(16,244	)	 	$	54,997	 	
Cost of goods sold	 	 	32,302	 	 	 	(8,703	)	 	 	23,599	 	
Gross profit	 	 	38,939	 	 	 	(7,541	)	 	 	31,398	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	
Sales and marketing	 	 	52,553	 	 	 	(15,148	)	 	 	37,405	 	
Research and development	 	 	10,311	 	 	 	(1,608	)	 	 	8,703	 	
General and administrative	 	 	38,191	 	 	 	(5,881	)	 	 	32,310	 	
Restructuring	 	 	1,762	 	 	 	(1,372	)	 	 	390	 	
Impairment	 	 	6,432	 	 	 	(6,432	)	 	 	-	 	
Total operating expenses	 	 	109,249	 	 	 	(30,441	)	 	 	78,808	 	
Loss from operations	 	 	(70,310	)	 	 	22,900	 	 	 	(47,410	)	
Other income (expense), net:	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	 	 	206	 	 	 	(1	)	 	 	205	 	
Interest expense	 	 	(9,451	)	 	 	13	 	 	 	(9,438	)	
Change in fair value of derivative liability	 	 	(10,470	)	 	 	-	 	 	 	(10,470	)	
Other income (expense), net	 	 	111	 	 	 	(76	)	 	 	35	 	
Total other income (expense), net	 	 	(19,604	)	 	 	(64	)	 	 	(19,668	)	
Loss before income taxes	 	 	(89,914	)	 	 	22,836	 	 	 	(67,078	)	
Income tax expense (benefit)	 	 	33	 	 	 	-	 	 	 	33	 	
Net loss	 	$	(89,947	)	 	$	22,836	 	 	$	(67,111	)	
Basic and diluted net loss per share attributable to common stockholders	 	$	(1.79	)	 	$	0.45	 	 	$	(1.34	)	
Weighted average outstanding common shares used for net loss per share attributable to common stockholders:	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted	 	 	50,233,175	 	 	 	 	 	 	 	50,233,175	 	
 
See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

 

Exhibit 99.1
 
Sientra, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
 
Note 1 – Sale of the miraDry Business
On June 10, 2021, pursuant to the Purchase Agreement, the Company completed the sale of its miraDry business (“miraDry”) for an aggregate purchase price of $10.0 million, subject to certain adjustments.
The accompanying unaudited pro forma condensed consolidated balance sheet reflects the historical consolidated balance sheet as presented in the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2021, with adjustments to eliminate the assets and liabilities being sold or otherwise disposed of or settled, and add the estimated cash proceeds and transaction costs as of March 31, 2021.
The accompanying unaudited pro forma condensed consolidated statements of operations reflect the historical consolidated statements of operations for the three months ended March 31, 2021 as presented in the Company's Quarterly Report on Form 10-Q as well as the year ended December 31, 2020 as presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, with adjustments to eliminate the revenues and expenses attributable to miraDry for the period presented.

Assets and liabilities being disposed of (in thousands):	 	 	 	
Accounts receivable, net	$	5,643	 	
Inventories, net	 	8,869	 	
Prepaid expenses and other current assets	 	151	 	
Property and equipment, net	 	316	 	
Accounts payable and accrued and other current liabilities	 	(1,101	)	
Change in assets and liabilities, net	$	13,878	 	
 
Note 2 – Pro Forma Adjustments
The following is a description of the pro forma adjustments reflected in the unaudited pro forma condensed consolidated financial statements based on preliminary estimates, which may change as additional information is obtained:
(a) Purchase price: Reflects net cash proceeds of $11.3 million which represents the $10.0 million aggregate purchase price from the sale, plus certain adjustments totaling $1.3 million as set forth in the Purchase Agreement.
(b) Disposition costs: Includes an accrual of $0.2 million of estimated transaction expenses related to the sale.
(c) Retained earnings: As a result of the sale, the Company computed an estimated loss of $2.8 million, based on miraDry’s net assets as of June 10, 2021. This loss is not included in the pro forma adjustments to the unaudited condensed consolidated statements of operations due to its non-recurring nature, but it is recorded in the unaudited pro forma condensed consolidated balance sheet as of March 31, 2021.

Retained Earnings (in thousands):	 	 	 	
Purchase price, net of adjustments	$	11,313	 	
Change in assets and liabilities, net	 	(13,878	)	
Estimated transaction costs in (b) above	 	(200	)	
Estimated loss on sale	$	(2,765	)	

Exhibit 99.1

(d) Balance sheet: In addition to the adjustments noted in (a) through (c) above, also reflects the elimination of miraDry’s assets and liabilities.
(e) Statements of operations: Represents the elimination of miraDry’ historical operating results for the periods presented. The anticipated non-recurring loss on the sale is not reflected in the unaudited pro forma condensed consolidated statements of operations.

Exhibit 99.2

 
Sientra Announces Closing of Previously Announced Sale of miraDry Business to 1315 Capital
 
Santa Barbara, CA – June 11, 2021 – Sientra, Inc. (NASDAQ: SIEN) (“Sientra” or the “Company”), a medical aesthetics company uniquely focused on plastic surgeons, today announced it has closed the previously announced sale of its miraDry business to 1315 Capital, a healthcare growth equity firm investing in commercial stage companies across medical devices, healthcare services, and therapeutics. The transaction was previously described in the Company’s Form 8-K filed on May 11, 2021.
 
Ron Menezes, President and Chief Executive Officer of Sientra stated: “We are delighted to close our transaction with 1315 Capital.  With the sale of the miraDry business, we can now focus on our rapidly growing Breast Products business, and intend to utilize the proceeds from the sale to strategically invest in programs that we believe will grow our market share and advance the art of plastic surgery.”
 
“We are excited to close this transaction and to invest behind miraDry and expand its reach to help provide relief to patients with sweat concerns in the U.S. and around the globe.” said Adele C. Oliva, Founding Partner of 1315 Capital.  
 
“Our team is thrilled to continue building upon the miraDry business through excellence in service, support, training, and collaboration.” said Arash Khazei, who is the Chief Executive Officer of the miraDry business.
 
About Sientra
Headquartered in Santa Barbara, California, Sientra is a medical aesthetics company uniquely focused on plastic surgeons. The Company mission is to offer proprietary innovations and unparalleled partnerships that radically advance how plastic surgeons think, work and care for their patients. 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 Sientra round and shaped 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(*).
 
Sientra uses its investor relations website to publish important information about the Company, including information that may be deemed material to investors. Financial and other information about Sientra is routinely posted and is accessible on the Company’s investor relations website at www.sientra.com.
 
(*) Data on file

 

Exhibit 99.2

About 1315 Capital
1315 Capital is a private investment firm with over $500 million under management that provides expansion and growth capital to commercial-stage healthcare services, medical technology, and specialty therapeutics companies. We target markets where high-quality management teams can rapidly scale platform companies into large and important businesses that positively impact patients, physicians, and the broader healthcare system.
 
About miraDry
The miraDry system is the only FDA cleared device to reduce underarm sweat, odor and permanently reduce hair of all colors. The miraDry non-invasive procedure is safe and highly efficacious with a proven commercial and clinical track record. Physicians and patients are encouraged to visit www.miramarlabs.com or www.miradry.com for additional information.

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 are made only as of the date of this release. The words ‘‘believe,’’ ‘‘may,’’ ‘‘might,’’ ‘‘could,’’ ‘‘will,’’ ‘‘aim,’’ ‘‘estimate,’’ ‘‘continue, ‘‘anticipate,’’ ‘‘intend,’’ ‘‘expect,’’ ‘‘plan,’’ ‘‘position,” 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. Forward-looking statements may include information concerning the final proceeds from the sale of the miraDry business, the Company’s utilization of the proceeds from the sale of the miraDry business, the Company’s ability to grow its Breast Products business, the Company’s ability to grow its Breast Products market share, and the Company’s ability to execute on its Breast Products programs and development pipeline. Such statements are subject to risks and uncertainties, including the scope and duration of the COVID-19 pandemic, the Company’s ability to recapture delayed procedures resulting from the COVID-19 pandemic, the positive reaction from plastic surgeons and their patients to Sientra’s Breast Products, the positive reaction from plastic surgeons and patients to Sientra’s marketing, sales and educational programs, and the ability to execute on the Company’s commercial, product development and manufacturing initiatives. 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 public filings with the Securities and Exchange Commission. 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,’’ ‘‘position,” 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. You are cautioned not to place undue reliance on these forward-looking statements, and such 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. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business.

Exhibit 99.2

Investor Relations Contact
Leigh Salvo
ir@sientra.com