UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~May~~August 309, 2019

Sienna Biopharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38155

27-3364627

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

30699 Russell Ranch Road, Suite 140

Westlake Village, CA 91362

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (818) 629-2256

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:

☐

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))

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 $0.0001 per share	SNNA	The Nasdaq Global Select Market

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. ☒

~~Securities~~Item ~~registered~~3.01 ~~pursuant~~Notice of Delisting or Failure to ~~Section 12(b)~~Satisfy ofa ~~the~~Continued ~~Act:~~Listing Rule or Standard; Transfer of Listing.

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share		SNNA		The Nasdaq Global Select Market

On August 9, 2019, Sienna Biopharmaceuticals, Inc. (the “Company”) received a notification from The Nasdaq Stock Market (“Nasdaq”) that for the last 30 consecutive business days, the closing bid price of the Company’s common stock was below $1.00 per share, which is the minimum required closing bid price for continued listing on the Nasdaq Global Select Market pursuant to Listing Rule 5450(a)(1).

~~Item~~This notice has no immediate effect on the Company’s Nasdaq listing or trading of its common stock. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until February 5, 2020, to regain compliance.07 ~~Submission~~To regain compliance, the closing bid price of ~~Matters~~the toCompany’s common stock must be at least $1.00 per share for a ~~Vote~~minimum of ~~Security~~ten ~~Holders~~consecutive business days. If the Company does not regain compliance by February 5, 2020, the Company may be eligible for a second 180-calendar-day period, provided that the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing requirements for Nasdaq, other than the minimum bid price requirement, and the Company provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period. If the Company is not eligible for the second compliance period or Nasdaq staff concludes that the Company will not be able to cure the deficiency during the second compliance period, Nasdaq will provide written notice to the Company that the Company’s common stock will be subject to delisting. In the event of such notification, the Company may appeal Nasdaq’s determination to delist its securities, but there can be no assurance that Nasdaq would grant the Company’s request for continued listing.

OnThe ~~May 30, 2019, Sienna Biopharmaceuticals, Inc. (the “~~Company”) ~~held~~intends ~~its~~to ~~Annual~~take ~~Meeting~~all ofreasonable ~~Stockholders~~measures ~~(the~~available ~~“Annual~~to ~~Meeting”).~~regain ~~At the~~compliance ~~Annual~~under ~~Meeting,~~ the ~~Company’s~~Nasdaq ~~stockholders~~Listing ~~voted~~Rules ~~on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities~~ and ~~Exchange~~remain ~~Commission~~listed on ~~April 11,~~ ~~2019~~Nasdaq. ~~Only~~There ~~stockholders~~can ofbe ~~record~~no assurance asthat of the ~~close~~Company ofwill ~~business~~be onable ~~April 4,~~to ~~2019,~~regain ~~the~~compliance ~~record~~with ~~date for~~ the ~~Annual~~minimum ~~Meeting,~~bid ~~were~~price ~~entitled~~or tomarket ~~vote~~value ~~at the Annual Meeting. As of the record date~~requirements, ~~30,375,820~~or ~~shares~~will ofotherwise ~~the Company’s~~be ~~common~~in ~~stock~~compliance ~~were~~with ~~outstanding~~other ~~and~~Nasdaq ~~entitled~~Listing ~~to vote at the Annual Meeting~~Rules. ~~The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:~~

~~Proposal~~SIGNATURES ~~1. The election of two Class II directors to hold office until the 2022 annual meeting of stockholders or until their respective successor is elected and qualified:~~

Nominee	Votes For		Votes Withheld		BrokerNon-Votes
Dennis M. Fenton, Ph.D.		15,356,203		4,194,298		6,768,280
Robert More		15,353,471		4,197,030		6,768,280

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Proposal 2. The ratification of the selection, by the audit committee of the Company’s board of directors, of Ernst & Young LLP, as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2019:

Votes For		Votes Against		Abstentions
26,245,068		23,462		50,251

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 14, 2019

Sienna Biopharmaceuticals, Inc.

/s/ Timothy K. Andrews

Timothy K. Andrews

General Counsel and Secretary

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