SUBJECT TO COMPLETION, DATED NOVEMBER 6, 2019
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated June 21, 2018)
Shares of Series A Convertible Voting Preferred Stock
Series A Warrants
Series B Warrants
(and shares of common stock underlying shares of Series A Convertible Voting
Preferred Stock, Series A Warrants and Series B Warrants)
We are offering shares of
Series A convertible voting preferred stock, par value $0.001 per share, or the Series A preferred stock, Series A warrants to purchase up to an aggregate of shares of
common stock at an exercise price equal to $ , or the Series A warrants, and Series B warrants to purchase
up to an aggregate of shares of common stock at an exercise price equal to $ , or the Series B warrants,
and together with the Series A warrants, the warrants. Each share of Series A preferred stock we sell in this offering will be accompanied by (i) a Series A warrant to purchase
shares of common stock with an exercise price of equal to $ (which equates to 100% warrant coverage),
and (ii) a Series B warrant to purchase shares of common stock with an exercise price equal to
$ (which equates to 33% warrant coverage). Each share of Series A preferred stock and the accompanying warrants will be sold at a combined purchase price of
$ .
The shares of Series A preferred stock and the accompanying warrants will be issued
separately, but can only be purchased together in this offering.
No public market currently exists for the securities we are offering, and we do not intend to
apply to list the Series A preferred stock or the warrants on The Nasdaq Global Market, any other national securities exchange or any other nationally recognized trading system.
Each share of Series A preferred stock is initially convertible into that number of shares of our common stock equal to the purchase price of the Series A preferred
stock divided by the conversion price of the Series A preferred stock, which is initially equal to $ . We refer to such conversion price of the Series A preferred stock as the
Conversion Price.
The Series A preferred stock will automatically convert into shares of our common stock upon the 5th trading date following the announcement of
us receiving stockholder approval for the first reverse stock split following this offering, provided that, we will not effect any conversion, and the holder will not have the right to convert, subject to certain exceptions, the Series A preferred
stock for shares of our common stock if, as a result of such conversion, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of our common stock then issued and outstanding,
which percentage may be changed at the holders election to a lower percentage at any time or to a higher percentage upon 61 days notice to us, provided further that such limitation on conversion will automatically be adjusted to be
19.99% with respect to any holder during the period that any employee, manager, partner, managing director or affiliate of such holder is then serving on our board of directors. Prior to the automatic conversion described above, the Series A
preferred stock will vote together with our common stock on an as-converted basis, subject to certain limitations on conversion described herein. Holders of our common stock are entitled to one vote for each share held on all matters submitted to a
vote of stockholders. Following the automatic conversion described above, the Series A preferred stock will be non-voting. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the company or sale event, the assets
of the company available for distribution to its stockholders shall be distributed among the holders of the shares of Series A preferred stock and common stock, pro rata based on the number of shares held by each such holder, treating for this
purpose all such securities as if they had been converted to common stock.
Each Series A warrant will be exercisable the first trading day following stockholder
approval of an increase in our authorized common stock, provided that, at each holders election, the holder will be prohibited, subject to certain exceptions, from exercising the Series A warrant for shares of our common stock if, as a result
of such exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the total number of shares of our common stock then issued and outstanding, which percentage may be changed at the holders
election to a lower percentage at any time or to a higher percentage upon 61 days notice to us. Each Series A warrant will expire five years from the date it first becomes exercisable.
Each Series B warrant will be exercisable the first trading day following stockholder approval of an increase in our authorized common stock, provided that, at each
holders election, the holder will be prohibited, subject to certain exceptions, from exercising the Series B warrant for shares of our common stock if, as a result of such exercise, the holder, together with its affiliates and other
attribution parties, would own more than 9.99% of the total number of shares of our common stock then issued and outstanding, which percentage may be changed at the holders election to a lower percentage at any time or to a higher percentage
upon 61 days notice to us. Each Series B warrant will expire on the 75th-day anniversary of our announcement of top-line data from MOMENTUM, our planned Phase 3
clinical trial of momelotinib for patients with myelofibrosis.
Our common stock is traded on The Nasdaq Global Market under the symbol SRRA. On
November 5, 2019, the last reported sale price of our common stock on The Nasdaq Global Market was $0.32 per share.
Investing in our securities
involves a high degree of risk. See Risk Factors on page S-8 of this prospectus supplement and the documents incorporated by reference into this prospectus
supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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PER SERIES A PREFFERED
STOCK AND ACCOMPANYING
SERIES A WARRANT AND
SERIES B WARRANT
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TOTAL
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Public offering price
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$
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$
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Underwriting discount and
commissions (1)
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$
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$
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Proceeds to Sierra (before expenses)
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$
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$
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(1)
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See Underwriting for a description of the compensation payable to the underwriters.
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Delivery of the
securities is expected to be made on or about November , 2019.
Sole
Book-Running Manager
Jefferies
Prospectus Supplement dated November , 2019