As filed with the Securities and Exchange Commission on April 10, 2020
Registration No. 333-235690
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 1
TO
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 Securities
to be Registered
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Amount
To Be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee (3)
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Common Stock, par value $0.01 per share
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607,442 shares
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$8.20
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$4,981,024.40
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$646.54
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Total
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607,442 shares
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$8.20
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$4,981,024.40
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$646.54
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(1)
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This Registration Statement shall also cover any additional shares of common stock which become issuable by
reason of any stock dividend, stock split or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock of the registrant.
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(2)
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Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) of the rules and
regulations under the Securities Act of 1933, as amended, based upon the average of the high and low prices for the registrants common stock as reported on the NASDAQ Global Market on December 17, 2019.
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(3)
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We previously paid 646.54 in connection with the initial filing of the Registration Statement.
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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.