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): September 1117, 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. ☒

Item 13.0301 ~~Bankruptcy~~Notice of Delisting or ~~Receivership~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs previously reported, on September 16, 2019, Sienna Biopharmaceuticals, Inc. (the “Company”) filed a voluntary petition (the “Chapter 11 Case”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). ~~The case is being administered under the caption “In re: SIENNA BIOPHARMACEUTICALS,~~ INC.” (the “Chapter 11 Proceeding”). The Company intends to continue to manage and operate its business and assets as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.

~~Item~~On ~~2.04~~September ~~Triggering~~17, ~~Events~~2019, ~~That~~the ~~Accelerate~~Company orreceived ~~Increase~~a letter (the “Nasdaq Letter”) from the staff of the Nasdaq Listing Qualifications Department (the “Staff”) notifying the Company that, as a ~~Direct~~result ~~Financial~~of ~~Obligation~~the orChapter an11 ~~Obligation~~Case ~~under~~and anin ~~Off~~accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-~~Balance~~5101-1, ~~Sheet~~the ~~Arrangement~~Staff has provided notification to the Company that the Company’s common stock (the “Common Stock”) will be delisted from Nasdaq. The Nasdaq Letter stated that the Staff’s determination was based on: (i) the filing of the Chapter 11 Case and associated public interest concerns raised by it; (ii) concerns regarding the residual equity interest of the existing listed securities holders; and (iii) concerns about the Company’s ability to sustain compliance with all requirements of continued list on Nasdaq, including the minimum required closing bid price for continued listing on the Nasdaq Global Select Market pursuant to Listing Rule 5450(a)(1), for which the Company remains subject to a grace period afforded by Nasdaq rules.

~~The~~Based ~~Company~~on isthe ~~party~~Nasdaq toLetter, unless the ~~Loan~~Company ~~and~~requests ~~Security~~an ~~Agreement,~~appeal ~~dated as~~ of ~~June 29,~~ ~~2018,~~this asdetermination ~~amended~~to ona ~~January~~Nasdaq ~~28,~~Hearings ~~2019~~Panel (~~the~~a “~~Loan Agreement~~Panel”), ~~with~~trading ~~Silicon~~of ~~Valley~~the Common ~~Bank~~Stock ~~(“SVB”).~~will ~~The~~be ~~filing~~suspended ofat the ~~Chapter 11~~opening ~~Proceeding is an “Event~~ of ~~Default”~~business ~~under~~on ~~the~~September ~~Loan~~26, ~~Agreement.~~2019 ~~The~~and ~~occurrence of~~a anForm ~~Event~~25-NSE ofwill ~~Default~~be infiled ~~connection~~ with athe ~~voluntary~~Securities ~~bankruptcy~~and ~~proceeding~~Exchange ~~under~~Commission (the ~~Loan~~“SEC”), ~~Agreement~~which ~~automatically~~will ~~triggers~~remove the ~~unpaid~~Common ~~principal~~Stock ~~amount~~from oflisting ~~all~~and ~~outstanding~~registration ~~loans,~~on Nasdaq. ~~all~~The ~~interest~~Company ~~accrued~~intends ~~and~~to ~~unpaid~~request ~~thereon~~a ~~and~~hearing ~~certain~~before ~~fees~~a toPanel, ~~become immediately~~which ~~due~~will ~~and~~stay ~~payable,~~any ~~and~~suspension ~~SVB~~or ~~may~~delisting ~~seek~~action ~~relief~~at ~~from~~least until the ~~Bankruptcy~~Panel ~~Court~~renders ina ~~connection~~decision ~~with~~in ~~its~~this ~~rights~~matter.

OnItem September 16, 2019, prior to filing the Chapter 11 Proceeding, and as a condition to SVB’s consent to the Company’s use of cash collateral to fund its operations during the Chapter 11 Proceeding, the Company made a payment to SVB in the amount of $218.~~3 million,~~01 ~~which~~Other ~~included $20~~Events.0 million principal amount plus the 6.5% final payment fee of $1.3 million under the Loan Agreement, and excluded the prepayment fee which SVB agreed to waive. The remaining aggregate principal balance outstanding under the Loan Agreement is $10.0 million.

~~Item~~On 5September 18, 2019, the Bankruptcy Court entered an interim order in connection with the filing of the Chapter 11 Case, establishing notice and hearing procedures for trading in equity securities in the Company (the “Interim Order”).02 ~~Departure~~Pursuant to the Interim Order, a copy of ~~Directors~~the ornotice ~~Certain~~of ~~Officers;~~the ~~Election~~Interim Order is attached hereto as Exhibit 99.1 and is incorporated herein by reference (the “Notice of ~~Directors;~~Order”). ~~Appointment~~The following summary of ~~Certain~~the ~~Officers;~~notice ~~Compensatory~~and ~~Arrangements~~hearing procedures is qualified in its entirety by reference to the Notice of ~~Certain~~Order ~~Officers~~and the Interim Order. As a result of the Interim Order:

In(1) ~~anticipation~~any ofperson ~~the~~or ~~Chapter~~entity 11who ~~Proceeding,~~is ~~the~~or ~~Company~~becomes ~~implemented~~ a ~~corporate~~beneficial ~~restructuring~~owner ~~(the~~of ~~“Restructuring”)~~at ~~resulting~~least in4.5% aof ~~reduction~~all inissued ~~force~~and tooutstanding ~~reduce~~shares ~~operational~~of ~~costs~~the ~~and~~Common ~~preserve~~Stock ~~capital.~~(equal ~~The~~to ~~Restructuring~~1,391,000 ~~resulted~~shares inof anthe ~~immediate~~Common ~~elimination~~Stock, based on approximately 30,907,542 million shares of 7 ~~positions.~~the ~~The~~Common ~~Company~~Stock ~~estimates~~issued ~~that~~and ~~it will~~outstanding ~~incur~~ as of August 27, 2019) (a ~~one-time employee benefits~~ ~~and~~“Substantial ~~severance~~Shareholder”) ~~charge~~shall file with the Bankruptcy Court a notice of ~~approximately~~such ~~$1.3 million~~status inwithin 20 calendar days after the ~~third~~date ~~quarter~~of the Notice of ~~2019~~Order, inor ~~connection~~within ~~with~~14 ~~the~~calendar ~~Restructuring.~~days after becoming a Substantial Shareholder;

On(2) ~~September 11,~~at ~~2019,~~least ~~the~~14 ~~Board~~calendar ofdays ~~Directors~~prior ofto ~~the~~effectuating ~~Company~~any ~~(the~~transfer ~~“Board”)~~of ~~approved~~equity asecurities ~~management~~that ~~retention~~would ~~plan~~result ~~(the~~in ~~“MRP”~~(a) ~~and~~an ~~key employee~~increase ~~incentive~~or ~~bonus~~decrease ~~plan~~in (the ~~“KEIP”).~~amount ~~The~~of ~~MRP~~Common ~~and~~Stock ~~the~~beneficially ~~KEIP~~owned ~~are~~by ~~designed~~a toSubstantial ~~retain~~Shareholder, ~~Frederick~~(b) ~~Beddingfield,~~a ~~the~~person ~~President~~or ~~and~~entity ~~Chief~~becoming ~~Executive~~a ~~Officer~~Substantial Shareholder, ~~Alexander~~or ~~Azoy,~~(c) a decrease in the ~~Chief~~amount ~~Financial~~of ~~Officer,~~Common ~~Timothy~~Stock ~~Andrews,~~beneficially ~~the~~owned ~~General~~by ~~Counsel and~~a ~~Corporate~~Substantial ~~Secretary,~~Shareholder ~~and~~that ~~Paul~~would ~~Lizzul,~~result ~~the~~in ~~Chief~~such ~~Medical~~person ~~Officer~~or ~~(collectively~~entity no longer being a Substantial Shareholder, ~~the~~such ~~“Executive~~person ~~Officers”)~~or ~~through~~entity ~~the~~shall ~~completion~~file ofwith the ~~Chapter 11~~Bankruptcy ~~Proceeding~~Court ~~and~~ a ~~potential~~notice ~~asset~~of ~~sale~~such ~~and/or~~proposed ~~exit~~transfer; ~~investment.~~ and

~~The~~(3) ~~MRP~~the ~~provides~~Company ~~for~~will ahave ~~retention~~14 ~~bonus~~calendar ~~for~~days ~~each~~after ofreceipt ~~the Executive Officers, the amount~~ of ~~which~~any ~~ranges~~notice ~~from 33% to 50%~~ of such ~~officer’s~~proposed ~~annual compensation.~~transfer ~~The~~to ~~retention~~file ~~bonuses~~with ~~under~~ the ~~MRP~~Bankruptcy ~~are~~Court ~~earned~~and inserve ~~four~~on ~~installments~~such ~~subject~~Substantial toShareholder ~~the~~or ~~officer~~person ~~being~~or ~~employed~~entity ~~with~~that ~~the~~may ~~Company~~become ona ~~such~~Substantial ~~date: 25% on September 13~~Shareholder, ~~2019;~~an ~~25%~~objection onto the ~~45th day~~ ~~following~~transfer ~~the~~and, ~~date~~if the Company ~~files~~does aso, ~~bankruptcy~~such ~~petition~~proposed intransfer ashall ~~U.S.~~not ~~Bankruptcy~~be ~~Court~~effective ~~(the~~unless ~~“Petition~~approved ~~Date”);~~by ~~25%~~the onBankruptcy ~~the 90th day~~Court. ~~following~~If the ~~Petition~~Company ~~Date;~~does ~~and~~not ~~25%~~object onwithin ~~the~~such ~~earlier~~14-day ofperiod, the ~~closing~~transfer ofmay aproceed ~~sale~~solely ofas ~~all~~set orforth ~~substantially~~in ~~all of~~ the ~~Company’s~~notice ~~assets or the effective date~~ of ~~the Chapter 11 plan~~transfer.

The ~~KEIP~~Interim Order provides ~~for~~that a ~~tiered~~final ~~one-time~~hearing ~~bonus~~on ~~for each of~~ the ~~Executive~~motion ~~Officers~~to inestablish ~~the~~notice ~~event~~and ~~the~~hearing ~~Company consummates~~procedures ~~either~~for ~~(a) the~~trading ~~sale~~in ofequity ~~all~~securities orin ~~substantially~~the ~~all~~Company ofwill be ~~its~~held ~~assets~~on ~~over a minimum aggregate level of proceeds (an “Asset Sale”) or (b)~~October an15, ~~exit~~2019 ~~investment~~at ~~in which a party sponsors a Chapter~~ 11:30 ~~reorganization and invests over~~ a.m. ~~minimum~~(Eastern ~~level~~Time) ~~of funds in~~ (the ~~Company (an~~ “~~Exit~~Final ~~Investment~~Hearing”), and ~~such~~any ~~officer~~objections isto ~~employed by~~ the ~~Company~~relief ongranted ~~such~~by ~~date. The amount of~~ the ~~one-time~~Interim ~~bonus~~Order ~~ranges~~must ~~from~~be ~~25%~~filed tono ~~62.5%~~later ~~of such~~than ~~officer’s~~seven ~~annual~~days ~~compensation~~prior into the ~~event~~Final ofHearing ~~an Asset Sale and, in~~ (the ~~event~~“Objection Deadline”). ofIf an ~~Exit~~objection ~~Investment,~~is ~~the~~timely ~~Executive~~filed ~~officers~~and ~~are~~served ~~entitled~~prior to athe ~~one-time~~Objection ~~bonus~~Deadline, ~~equal to 62.5% of~~ such ~~officer’s annual~~objection ~~compensation;~~will ~~provided,~~be ~~that~~heard inat the ~~event~~Final ofHearing, anand ~~Asset~~if ~~Sale~~no orobjections ~~Exit~~are ~~Investment~~timely ~~with~~filed ~~proceeds~~and toserved, the ~~Company~~Bankruptcy ~~greater~~Court ~~than~~will aenter ~~specified level, such officers are eligible to receive~~ a ~~pro-rata~~final ~~portion of 2~~order.5% ~~of the proceeds above such level.~~

~~Forward-Looking~~The ~~Statements~~foregoing ~~Disclaimer~~description of the Interim Order is a summary and does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the Interim Order. A copy of the Interim Order may be obtained by following the instructions in the Notice of Order, a copy of which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

~~This Current Report on Form 8~~Forward-KLooking ~~(this~~Statements “Current Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding the Company’s intent to continue to manage and operate its business and assets as a “debtor-in-possession”.

These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: orders and decisions of the Bankruptcy Court; whether the Company’s appeal of the delisting notice will be successful; whether trading of the Common Stock will be suspended; the Company’s ability to use the cash collateral to successfully operate its business; the fact that the Company has incurred significant losses since its inception and expects to incur losses for the foreseeable future; the Company’s need for substantial additional funding, which may not be available, in order to continue as a going concern; effects of adverse capital market conditions on the Company’s liquidity; ~~any default on the Loan Agreement, which could impact its ability to continue as a going concern;~~ uncertainties inherent in the pharmaceutical drug and medical device development processes, including regulatory approval processes, the timing of regulatory filings; the challenges associated with manufacturing pharmaceutical drug and medical device products; the Company’s ability to successfully protect and defend its intellectual property; and the Company’s ability to consummate a capital raising or other financial or strategic transaction. These and other important factors discussed under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, or SEC, on August 8, 2019, and the Company’s other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report. Any such forward-looking statements represent management’s estimates as of the date of this Current Report. While the Company may elect to update such forward-looking statements at some point in the future, the Company disclaims any obligation to do so, even if subsequent events cause the Company’s views to change. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Current Report.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant~~(d) toExhibits: ~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

SIENNA BIOPHARMACEUTICALS, INC.


Exhibit No.		Description of the Exhibit

99.1		Notice of Order, dated as of September 18, 2019

Date: September 17, 2019	By:	/s/ Timothy K. Andrews
		Timothy K. Andrews
		General Counsel and Secretary

SIGNATURES

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


	SIENNA BIOPHARMACEUTICALS, INC.

Date: September 23, 2019	By:	/s/ Timothy K. Andrews

		Timothy K. Andrews
		General Counsel and Secretary

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