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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/22 Sientra, Inc. 10-K 12/31/21 94:17M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.72M
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 38K
3: EX-21.1 Subsidiaries List HTML 28K
4: EX-23.1 Consent of Expert or Counsel HTML 27K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 30K
14: R1 Document and Entity Information HTML 99K
15: R2 Consolidated Balance Sheets HTML 142K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K
17: R4 Consolidated Statements of Operations HTML 115K
18: R5 Consolidated Statements of Stockholders' Equity HTML 98K
(Deficit)
19: R6 Consolidated Statements of Cash Flows HTML 184K
20: R7 Summary of Significant Accounting Policies HTML 261K
21: R8 Discontinued Operations HTML 152K
22: R9 Acquisitions HTML 71K
23: R10 Balance Sheet Components HTML 251K
24: R11 Goodwill and Other Intangible Assets, net HTML 215K
25: R12 Leases HTML 255K
26: R13 Debt HTML 102K
27: R14 Income Taxes HTML 199K
28: R15 Employee Benefit Plans HTML 35K
29: R16 Stockholders' Equity HTML 227K
30: R17 Segment Reporting and Geographic Information HTML 60K
31: R18 Commitments and Contingencies HTML 34K
32: R19 Subsequent Events HTML 34K
33: R20 Summary of Significant Accounting Policies HTML 314K
(Policies)
34: R21 Summary of Significant Accounting Policies HTML 162K
(Tables)
35: R22 Discontinued Operations (Tables) HTML 141K
36: R23 Acquisitions (Tables) HTML 69K
37: R24 Balance Sheet Components (Tables) HTML 251K
38: R25 Goodwill and Other Intangible Assets, net (Tables) HTML 211K
39: R26 Leases (Tables) HTML 259K
40: R27 Debt (Tables) HTML 40K
41: R28 Income Taxes (Tables) HTML 192K
42: R29 Stockholders' Equity (Tables) HTML 189K
43: R30 Segment Reporting and Geographic Information HTML 51K
(Tables)
44: R31 Summary of Significant Accounting Policies HTML 84K
(Details)
45: R32 Summary of Significant Accounting Policies - HTML 33K
Schedule of Carrying Value and Fair Value of
Convertible Note (Details)
46: R33 Summary of Significant Accounting Policies (PPE HTML 49K
and Revenue) (Details)
47: R34 Summary of Significant Accounting Policies (PPE HTML 37K
and Revenue) (Details 1)
48: R35 Summary of Significant Accounting Policies - HTML 33K
Schedule of Liability for Unsatisfied Performance
Obligations Under Service Warranty (Details)
49: R36 Summary of Significant Accounting Policies - HTML 34K
Schedule of Rollforward of Sales Return Liability
(Details)
50: R37 Summary of Significant Accounting Policies - HTML 58K
Schedule of Net Loss Per Share, Basic and Diluted
(Details)
51: R38 Summary of Significant Accounting Policies - HTML 37K
Schedule of Potentially Dilutive Securities
Excluded from Computation of Diluted Net Loss Per
Share Attributable to Common Stockholders
(Details)
52: R39 Discontinued Operations (Details) HTML 72K
53: R40 Discontinued Operations - Summary of Aggregate HTML 58K
Carrying Amounts of Major Classes of Assets and
Liabilities of Discontinued Operations (Details)
54: R41 Discontinued Operations - Summary of Information HTML 55K
Regarding the Results of Discontinued Operations
(Details)
55: R42 Acquisitions (Details) HTML 56K
56: R43 Acquisitions - Schedule of Aggregate Preliminary HTML 44K
Acquisition Date Fair Value of Consideration
Transferred (Details)
57: R44 Acquisitions - Schedule of Allocation of the Fair HTML 34K
Value of the Consideration Transferred by Major
Class (Details)
58: R45 Acquisitions - Schedule of Intangible Asset HTML 34K
Acquired Estimated Useful Life and Amortization
Method (Details)
59: R46 Balance Sheet Components (Inventories) (Details) HTML 39K
60: R47 Balance Sheet Components (Ppe) (Details) HTML 52K
61: R48 Balance Sheet Components (Accrued liabilities) HTML 53K
(Details)
62: R49 Balance Sheet Components - Schedule of rollforward HTML 36K
of the accrued warranties (Details)
63: R50 Balance Sheet Components (Accrued Warranties) HTML 30K
(Details)
64: R51 Balance Sheet Components (Liabilities measured at HTML 38K
fair value) (Details)
65: R52 Balance Sheet Components - Schedule of Company's HTML 39K
Liabilities that are Measured at Fair Value on a
Recurring Basis (Details)
66: R53 Balance Sheet Components - Schedule of Aggregate HTML 45K
Fair Values of Company's Liabilities for which
Fair Value is Determined by Level 3 Inputs
(Details)
67: R54 Goodwill and Other Intangible Assets, net HTML 41K
(Details)
68: R55 Goodwill and Other Intangible Assets, net - HTML 34K
Schedule of Changes in Carrying Amount of Goodwill
(Details)
69: R56 Goodwill and Other Intangible Assets, net - HTML 52K
Components of Other Intangible Assets (Details)
70: R57 Goodwill and Other Intangible Assets, net - HTML 42K
Schedule of Estimated Amortization Expense
(Details)
71: R58 Leases - Components of Lease Expense (Details) HTML 52K
72: R59 Leases - Supplemental Cash Flow Information HTML 39K
Related to Operating and Finance Leases (Details)
73: R60 Leases - Supplemental Balance Sheet Information HTML 69K
Related to Operating and Finance Leases (Details)
74: R61 Leases - Maturities of Operating and Finance Lease HTML 78K
Liabilities (Details)
75: R62 Debt (Details) HTML 195K
76: R63 Debt (Schedule of Future Principal and Exit Fee HTML 39K
Payments of Outstanding Debt) (Details)
77: R64 Income Taxes - Schedule of Provision for Income HTML 38K
Tax (Details)
78: R65 Income Taxes (Details) HTML 71K
79: R66 Income Taxes - Schedule of Reconciliation of HTML 50K
Actual Income Tax Expense Obtained by Applying
Statutory Federal Income Tax Rate (Details)
80: R67 Income Taxes - Schedule of Tax Effects of HTML 60K
Temporary Differences and Carryforwards that Give
Rise to Significant Portions of Deferred Tax
Assets and Liabilities (Details)
81: R68 Income Taxes - Schedule of Reconciliation of HTML 34K
Beginning and Ending Amount of Unrecognized Tax
Benefits (Details)
82: R69 Employee Benefit Plans (Details) HTML 30K
83: R70 Stockholders' Equity (Details) HTML 42K
84: R71 Stockholders' Equity (Options) (Details) HTML 141K
85: R72 Stockholders' Equity (Restricted Stock) (Details) HTML 65K
86: R73 Stockholders' Equity (Stock Purchase) (Details) HTML 78K
87: R74 Segment Reporting and Geographic Information HTML 28K
(Details)
88: R75 Segment Reporting and Geographic Information - HTML 37K
Summary of Net Sales by Geographical Regions
(Details)
89: R76 Subsequent Events (Details) HTML 38K
92: XML IDEA XML File -- Filing Summary XML 176K
90: XML XBRL Instance -- sien-20211231_htm XML 4.23M
91: EXCEL IDEA Workbook of Financial Reports XLSX 131K
11: EX-101.CAL XBRL Calculations -- sien-20211231_cal XML 305K
13: EX-101.DEF XBRL Definitions -- sien-20211231_def XML 1.01M
12: EX-101.LAB XBRL Labels -- sien-20211231_lab XML 2.13M
10: EX-101.PRE XBRL Presentations -- sien-20211231_pre XML 1.55M
9: EX-101.SCH XBRL Schema -- sien-20211231 XSD 254K
93: JSON XBRL Instance as JSON Data -- MetaLinks 571± 890K
94: ZIP XBRL Zipped Folder -- 0000950170-22-005233-xbrl Zip 445K
| EX-4.3 |
Exhibit 4.3
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
Sientra, Inc. (“Sientra,” “we,” “our,” or “us”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock.
DESCRIPTION OF CAPITAL STOCK
The following summary of the terms of our capital stock is based upon our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and our Amended and Restated Bylaws, as amended (the “Bylaws”). The summary is not complete, and is qualified by reference to our Certificate of Incorporation and our Bylaws, which are filed as exhibits to our Annual Report on Form 10-K and are incorporated by reference herein. We encourage you to read our Certificate of Incorporation, our Bylaws and the applicable provisions of the Delaware General Corporation Law (the “DGCL”) for additional information.
Authorized Shares of Capital Stock
Our authorized capital stock consists of 200,000,000 (Two Hundred Million) shares of common stock, $0.01 par value, and 10,000,000 (Ten Million) shares of preferred stock, $0.01 par value. Our Board of Directors is authorized to establish one or more series of preferred stock and to set the powers, preferences and rights, as well as the qualifications, limitations or restrictions, of such series. These rights of the series of preferred stock may include, without limitation, dividend rights, dividend rates, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions) and liquidation preferences.
Listing
Our common stock is listed and principally traded on The Nasdaq Stock Market LLC (Nasdaq Global Select Market segment) under the symbol “SIEN.”
Voting Rights
The holders of common stock are entitled to one vote per share on all matters voted on by the stockholders, including the election of directors. Except as otherwise provided by law, our Certificate of Incorporation or our Bylaws, matters will generally be decided by a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Our stockholders do not have the right to vote cumulatively.
Board of Directors
Our Bylaws provide that the authorized number of directors shall be fixed from time to time by a resolution duly adopted by the Board of Directors. Our Certificate of Incorporation and Bylaws provide that our Board of Directors be classified into three classes, each class to serve for a term of three years and to be as nearly equal in number as possible.
Our Certificate of Incorporation and Bylaws provide that directors may be removed only with cause by the affirmative vote of the holders of 66 2/3% of the shares entitled to vote at an election of directors.
Our Certificate of Incorporation and Bylaws provide that a vacancy on the Board of Directors resulting from an increase in the number of authorized directors or death, resignation, retirement, disqualification, removal or other causes shall be filled by a majority of the directors then in office.
Dividend Rights
Subject to any preferential dividend rights granted to the holders of any shares of our preferred stock that may at the time be outstanding, holders of our common stock are entitled to receive dividends as may be declared from time to time by our Board of Directors out of funds legally available therefor.
Rights upon Liquidation
Subject to any preferential rights of outstanding shares of preferred stock, upon any liquidation or dissolution of Sientra, holders of our common stock are entitled to share pro rata in all remaining assets legally available for distribution to stockholders.
Other Rights and Preferences
Our common stock has no sinking fund, redemption provisions, or preemptive, conversion, or exchange rights. There are no restrictions on transfer of our common stock, except as required by law.
Certain Anti-Takeover Effects
Certain provisions of our Certificate of Incorporation and Bylaws may be deemed to have an anti-takeover effect.
Business Combinations. Section 203 of the DGCL restricts a wide range of transactions (“business combinations”) between a corporation and an interested stockholder. An “interested stockholder” is, generally, any person who beneficially owns, directly or indirectly, 15% or more of the corporation’s outstanding voting stock. Business combinations are broadly defined to include (i) mergers or consolidations with, (ii) sales or other dispositions of more than 10% of the corporation’s assets to, (iii) certain transactions resulting in the issuance or transfer of any stock of the corporation or any subsidiary to, (iv) certain transactions resulting in an increase in the proportionate share of stock of the corporation or any subsidiary owned by, or (v) receipt of the benefit (other than proportionately as a stockholder) of any loans, advances or other financial benefits by, an interested stockholder. Section 203 provides that an interested stockholder may not engage in a business combination with the corporation for a period of three years from the time of becoming an interested stockholder unless (a) the Board of Directors approved either the business combination or the transaction which resulted in the person becoming an interested stockholder prior to the time that person became an interested stockholder; (b) upon consummation of the transaction which resulted in the person becoming an interested stockholder, that person owned at least 85% of the corporation’s voting stock (excluding, for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) shares owned by persons who are directors and also officers and shares owned by certain employee stock plans); or (c) the business combination is approved by the Board of Directors and authorized by the affirmative vote of at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder. The restrictions on business combinations with interested stockholders contained in Section 203 of the DGCL do not apply to a corporation whose certificate of incorporation or bylaws contains a provision expressly electing not to be governed by the statute. Neither our Certificate of Incorporation nor our Bylaws contains a provision electing to “opt-out” of Section 203.
Advance Notice and Proxy Access Provisions. Our Bylaws require timely advance notice for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders and specify certain requirements regarding the form and content of a stockholder’s notice. The chair of the annual meeting has the ability to determine and declare at the meeting that business was not properly brought before the meeting in accordance with the provisions of our Bylaws, and, if he or she should so determine, he or she shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.
These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed.
Board Classification. Our Certificate of Incorporation and Bylaws provide that our Board of Directors is divided into three classes, one class of which is elected each year by our stockholders. The directors in each class serve for a three-year term. Our classified Board of Directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us because it generally makes it more difficult for stockholders to replace a majority of the directors.
Special Meetings. Special meetings of stockholders may be called at any time by the Chair of the Board, the Board of Directors, or the Chief Executive Officer.
Stockholder Action by Written Consent without a Meeting. Our Certificate of Incorporation provides that no action may be taken by the stockholders other than at an annual meeting or special meeting called in accordance with the Bylaws.
Supermajority Approvals. Our Certificate of Incorporation and Bylaws provide that certain amendments to our Certificate of Incorporation or Bylaws by stockholders will require the approval of two-thirds of the combined vote of our then-outstanding shares of common stock.
Additional Authorized Shares of Capital Stock. The additional shares of authorized common stock and preferred stock available for issuance under our Certificate of Incorporation could be issued at such times, under such circumstances and with such terms and conditions as to impede a change in control.
Choice of Forum.
Our Bylaws provide that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our Certificate of Incorporation or our Bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine.
Transfer Agent and Registrar
Computershare Trust Company, N.A. is the transfer agent and registrar for our common stock.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/31/22 | 10-Q, S-8 | ||
| For Period end: | 12/31/21 | 8-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/06/22 Sientra, Inc. S-3 12/05/22 4:240K Donnelley … Solutions/FA 10/24/22 Sientra, Inc. 424B5 1:483K Donnelley … Solutions/FA 10/18/22 Sientra, Inc. 424B5 1:490K Donnelley … Solutions/FA 5/12/22 Sientra, Inc. S-3 6:825K Donnelley … Solutions/FA |