Sientra Announces 1-for-10 Reverse Stock Split
January 20 2023 - 9:25AM
Sientra, Inc. (NASDAQ: SIEN) (“Sientra” or the “Company”), a
medical aesthetics company uniquely focused on plastic surgeons,
today announced that its Board of Directors has approved a 1-for-10
reverse stock split of the Company’s issued and outstanding common
stock (the “Reverse Stock Split”). The Reverse Stock Split was
effective at 4:00 p.m. Eastern Time on January 19, 2023. The
Company’s common stock is expected to begin trading on The Nasdaq
Global Market on a split-adjusted basis on January 23, 2023.
The Company’s stockholders previously approved the Reverse Stock
Split at the annual meeting of stockholders held on January 12,
2023 at a ratio ranging from 1-for-5 up to a ratio of 1-for-15,
such ratio and the implementation and timing of such Reverse Stock
Split to be determined by the Company’s Board of Directors.
The principal purpose of the Reverse Stock Split is to decrease
the total number of shares of common stock outstanding and
proportionately increase the market price of the common stock in
order to meet the continuing listing requirements of The Nasdaq
Global Market. In connection with the Reverse Stock Split, the
Company’s CUSIP number will change to 82621J204 as of January 23,
2023. The Company’s common stock will continue to trade under the
symbol “SIEN.”
As a result of the Reverse Stock Split, every 10 shares of the
Company’s common stock issued and outstanding will be automatically
reclassified into one new share of common stock. The Reverse Stock
Split will not modify any rights or preferences of the shares of
the Company’s common stock. Proportionate adjustments will be made
to the exercise prices and the number of shares underlying the
Company’s outstanding equity awards, as applicable, and warrants,
as well as to the number of shares issued and issuable under the
Company’s equity incentive plans. The common stock issued pursuant
to the Reverse Stock Split will remain fully paid and
non-assessable. The Reverse Stock Split will not affect the number
of authorized shares of common stock or the par value of the common
stock nor will it change the authorized shares of Preferred Stock
or the relative voting power of such holders of our outstanding
common stock and Preferred Stock.
No fractional shares will be issued in connection with the
Reverse Stock Split. Stockholders who would otherwise be entitled
to receive fractional shares as a result of the Reverse Stock Split
will be entitled to a cash payment in lieu thereof at a price equal
to the fraction to which the stockholder would otherwise be
entitled multiplied by the closing trading price per share of the
common stock (as adjusted for the reverse stock split) on the
Nasdaq Global Market on the trading day immediately preceding the
effective time of the reverse stock split.
Computershare Inc. has been appointed by the Company to act as
its exchange agent for the reverse stock split. Stockholders owning
pre-split shares via a bank, broker or other nominee will have
their positions automatically adjusted to reflect the Reverse Stock
Split and will not be required to take further action in connection
with the Reverse Stock Split, subject to brokers’ particular
processes. Similarly, registered stockholders holding pre-split
shares of the Company's common stock electronically in book-entry
form are also not required to take further action in connection
with the Reverse Stock Split. Holders of certificated shares will
be contacted by the Company or its exchange agent with further
details about how to surrender old certificates.
Additional information about the Reverse Stock Split can be
found in the Company’s definitive proxy statement filed with the
Securities and Exchange Commission (the “SEC”) on November 29,
2022, which is available free of charge at the SEC’s website,
www.sec.gov, and on the Company’s website at www.sientra.com.
About Sientra
Headquartered in Irvine, California, Sientra is a medical
aesthetics company exclusively focused on plastic surgery. The
Company’s 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 product
portfolio 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, the AuraGen fat grafting system, and BIOCORNEUM®, the
#1 performing, preferred and recommended scar gel of plastic
surgeons(*).
(*) Data on file
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. All such
statements are subject to certain risks and uncertainties, many of
which are difficult to predict and generally beyond the control of
the Company, which could cause actual results to differ materially
from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and
uncertainties include, but are not limited to, risks related to:
the Company’s history of operating losses, the Company’s ability to
successfully commercialize its products, inherent risk and
uncertainty in the protection of intellectual property rights,
ability to maintain gross margins, regulatory uncertainties
regarding approval or clearance for the Company’s
products, the positive reaction from plastic surgeons and
their patients to Sientra’s Breast Products, the ability to meet
consumer demand, the Company’s ability to manage its operating
expenses and cash balance, as well as other risks and uncertainties
described under the “Risk Factors” contained in the Company’s
periodic and interim SEC reports, including but not limited to, the
preliminary prospectus supplement relating to this offering, its
Annual Report on Form 10-K for the fiscal year ended December 31,
2021, its Quarterly Reports on From 10-Q, and its Current Reports
on Form 8-K filed from time to time with the SEC. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof, and the Company
does not undertake any obligation to revise and disseminate
forward-looking statements to reflect events or circumstances after
the date hereof, or to reflect the occurrence of or non-occurrence
of any events.
Contact:
Investor Relations(805) 679-8845
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