UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

~~June~~July 25, 2017

MIRAMAR LABS, INC. ~~(Exact name of registrant as specified in its charter)~~

Delaware		333-191545		80-0884221
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

(Exact name of registrant as specified in its charter)

2790 Walsh AvenueSanta Clara, California 95051 (Address of principal executive offices, including zip code)



Delaware	333-191545	80-0884221
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~(408)~~2790 ~~579-8700~~Walsh ~~(Registrant’s telephone number, including area code)~~Avenue

~~Not~~Santa ~~Applicable (Former name or former address~~Clara, ifCalifornia ~~changed since last report.)~~95051

(Address of principal executive offices, including zip code)

(408) 579-8700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

x o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company xþ

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. xþ

~~Item 1.01 Entry~~INTRODUCTORY ~~into a Material Definitive Agreement.~~NOTE

~~Amendment~~As topreviously disclosed, on June 11, 2017, Miramar Labs, Inc., a Delaware corporation (“Miramar Labs” or the “Company”), Sientra, Inc., a Delaware corporation (“Parent”), and Desert Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”) entered into an Agreement and Plan of Merger, as amended on June 25, 2017 (the “Merger Agreement”).

OnItem ~~June 25, 2017, Miramar Labs, Inc~~2.01 ~~(the~~Completion ~~“Company”),~~of ~~Sientra, Inc. (“Parent”) and Desert~~ Acquisition Corporation, a wholly-owned subsidiary of Parent (“Purchaser”), and entered into Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Purchaser and Parent. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser has agreed to commence a cash tender offer to acquire all of the outstanding shares of the Company’s common stock (the “Offer”) for a purchase price of (i) $0.3149 per share, in cash, without interest (the “Cash Portion”) and (ii) the contractual right (a “CVR”), pursuant to the Contingent Value Rights Agreement in the form attached as Annex II to the Merger Agreement (as it may be amended from time to time, the “CVR Agreement”), to receive one or ~~more~~Disposition ~~contingent payments upon the achievement~~ of certain milestones as set forth in the CVR Agreement, without interest (the “CVR Portion”, and together with the Cash Portion, the “Offer Price”), subject to any applicable withholding and upon the terms and subject to the conditions of the Merger AgreementAssets. Following the consummation of the Offer, subject to customary conditions, Purchaser will be merged with and into the Company (the “Merger”) and the Company will become a wholly-owned subsidiary of Parent.

~~The~~In ~~Amendment~~accordance ~~(a)~~with ~~permits~~the terms of the Merger toAgreement, beon ~~effected~~June as26, 2017, Purchaser commenced a ~~“short-form”~~tender ~~merger~~offer ~~pursuant~~(the “Offer”) to ~~applicable~~acquire ~~provisions~~all of the ~~Delaware~~outstanding ~~General~~shares ~~Corporation~~of ~~Law,~~the ~~including~~Company’s ~~Section~~common ~~253~~stock, ~~and~~par ~~(b)~~value ~~grants~~$0.001 toper ~~Purchaser~~share ~~an irrevocable right to purchase~~ (the “~~Top-Up~~Shares”), ~~which~~for ~~Purchaser~~a ~~will~~per beshare ~~deemed~~purchase toprice ~~have~~of ~~exercised~~(i) ~~immediately~~$0.3149 ~~following~~per ~~the~~share, ~~consummation~~in ofcash, without interest (the ~~Offer,~~“Cash ifPortion”) ~~necessary,~~and to(ii) ~~purchase~~a ~~from~~contractual ~~the~~contingent ~~Company~~value right (a ~~number~~“CVR”), ofpursuant ~~newly~~to ~~issued~~the ~~shares~~Contingent ofValue ~~Company~~Rights ~~common~~Agreement ~~stock~~in (the ~~“Shares”)~~form atattached aas ~~price~~Annex ~~per~~II ~~share equal~~ to the ~~Offer~~Merger ~~Price~~Agreement (as it may be amended from time to time, the “~~Top-Up~~CVR ~~Shares~~Agreement”), ~~equal~~ to ~~the~~receive ~~lowest~~one ~~number~~or more contingent payments upon the achievement of ~~Shares~~certain ~~that,~~milestones ~~when~~as ~~added~~set toforth in the ~~Shares~~CVR ~~already~~Agreement, ~~owned~~without byinterest ~~Purchaser~~ (~~and,~~the if“CVR ~~applicable~~Portion”, ~~Parent)~~and ~~following~~together with the ~~consummation~~Cash ofPortion, the “Offer Price”), ~~constituting~~subject ~~one~~to ~~Share~~any ~~more~~applicable ~~than~~withholding, ~~90%~~upon of the ~~Shares,~~terms ~~but~~and ~~not~~subject ~~less~~to ~~than~~the ~~one~~conditions ~~share~~set ~~more~~forth ~~than~~in ~~90% of~~ the ~~Shares~~Offer ~~then~~to ~~outstanding~~Purchase, ~~(after~~dated ~~giving~~June ~~effect~~26, to2017, and the ~~Top-Up)~~related Letter of Transmittal.

~~Other~~The ~~than~~Offer asexpired ~~expressly~~at ~~modified~~8 ~~pursuant~~a.m., toEastern ~~the~~Time ~~Amendment,~~on ~~the~~July ~~Merger Agreement~~25, ~~which~~2017. ~~was~~Parent ~~previously~~and ~~filed~~Purchaser aswere ~~Exhibit~~advised ~~2.1~~by toComputershare ~~the~~Trust ~~Current~~Company, ~~Report~~N.A., onthe ~~Form~~depositary ~~8-K~~for ~~filed~~the ~~with~~Offer (the ~~Securities~~“Depositary”) ~~and~~that, ~~Exchange~~as ~~Commission~~of by the ~~Company~~expiration ~~on June 12~~date, ~~2017~~8,580,547 Shares ~~remains~~had inbeen ~~full~~validly ~~force~~tendered and ~~effect.~~not ~~The~~validly ~~foregoing~~withdrawn, ~~description~~representing approximately 91.92% of the ~~Amendment~~Shares ~~does~~outstanding ~~not~~at ~~purport~~such totime. beThe ~~complete~~aggregate ~~and~~number isof ~~qualified~~Shares invalidly ~~its~~tendered ~~entirety~~and bynot ~~reference~~validly withdrawn pursuant to the ~~Amendment,~~Offer ~~which~~satisfied isthe ~~attached~~Minimum Condition (as ~~Exhibit~~defined ~~2.1~~in tothe ~~this~~Merger ~~Current~~Agreement). All ~~Report~~conditions onto ~~Form 8‑K. The~~the ~~Amendment~~Offer ~~has~~having been ~~attached~~satisfied, toall ~~provide~~Shares ~~investors~~that ~~with~~were ~~information~~validly ~~regarding~~tendered ~~its~~and ~~terms. It~~not isvalidly ~~not~~withdrawn ~~intended~~have tobeen ~~provide~~accepted ~~any~~for ~~other~~payment ~~factual~~by ~~information~~Purchaser ~~about~~and the ~~Company,~~Offer ~~Parent~~has orbeen ~~Purchaser~~completed.

~~Important~~On ~~Additional~~July ~~Information~~25, 2017, following the completion of the Offer and ~~Where~~the acceptance by Purchaser of the Shares validly tendered and not withdrawn thereunder, the Purchaser held more than 90% of the number of Shares then outstanding, and the remaining conditions set forth in the Merger Agreement to ~~Find~~the ItMerger were satisfied. Purchaser merged with and into the Company (the “Merger”), whereby the separate corporate existence of Purchaser ceased and the Company continued as the surviving corporation of the Merger and a wholly owned subsidiary of Parent (the “Surviving Corporation”). The Merger was effected without the affirmative vote of the Company stockholders pursuant to Section 253 of the Delaware General Corporation Law (the “DGCL”). At the effective time of the Merger (the “Effective Time”), each Share not acquired in the Offer (other than Shares held by Miramar Labs (or held in Miramar Labs’ treasury), Parent, Purchaser, any of other wholly owned subsidiary of Parent, or any wholly owned subsidiary of Miramar Labs, or Shares with respect to which appraisal rights are properly exercised under the DGCL) was converted into the right to receive the Cash Portion and the CVR Portion (the “Merger Consideration”), subject to any applicable withholding.

InEach ~~connection~~stock ~~with~~option ~~the~~to ~~proposed~~purchase ~~acquisition~~shares of the Company’s bycommon ~~Parent,~~stock ~~Purchaser~~that ~~will~~was ~~commence~~outstanding aand ~~tender~~unexercised ~~offer~~as ~~for all~~ of the ~~outstanding~~Effective ~~shares~~Time of (the “Company. ~~Such~~Options”), ~~tender~~whether ~~offer~~or ~~has~~ not ~~yet~~vested, ~~commenced. This~~was ~~communication~~cancelled, ~~is for informational purposes only~~ and iswith ~~neither~~respect ~~an offer~~ to ~~purchase~~those ~~nor~~persons aholding ~~solicitation of an offer to sell shares of the~~ Company, ~~nor~~Options ~~is it a substitute~~ for which the ~~tender~~per ~~offer~~share ~~materials~~Cash ~~that~~Portion ~~Parent~~was ~~and~~greater ~~Purchaser~~than ~~will file with~~ the ~~United~~applicable ~~States~~per ~~Securities~~share ~~and~~exercise ~~Exchange~~price ~~Commission~~ (~~the~~each ~~“SEC”)~~an ~~upon commencement of~~ “In-the-money ~~tender offer. At the time that the tender offer is commenced~~Option”), ~~Parent~~each ~~and~~such ~~Purchaser~~cancelled ~~will file tender offer materials on Schedule TO with~~ In-the-money ~~SEC,~~Option ~~and~~was ~~the~~converted ~~Company~~into ~~will file a Solicitation/Recommendation Statement on Schedule 14D-9 with~~ the ~~SEC~~right ~~with respect~~ to ~~the~~receive ~~offer. THE TENDER OFFER MATERIALS~~ (~~INCLUDING~~i) ANcash ~~OFFER~~in TOan ~~PURCHASE,~~amount Aequal ~~RELATED~~to ~~LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS~~(A) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY THE COMPANY’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the ~~tender~~total ~~offer~~number ~~statement~~of ~~and~~shares ~~the~~subject ~~solicitation/recommendation statement will be made available~~ to ~~the~~such Company’s ~~stockholders~~Option ~~free~~immediately ofprior ~~charge.~~to ~~A free copy of~~ the ~~tender~~Effective ~~offer~~Time ~~statement~~(without ~~and~~regard ~~the solicitation/recommendation statement will also be made available~~ to ~~all~~vesting) ~~stockholders~~multiplied ~~of the Company~~ by ~~contacting~~(B) the ~~Company at 2790 Walsh Avenue~~excess, ~~Santa~~if ~~Clara~~any, ~~California~~of ~~95051, by phone at~~ (~~408~~x) ~~579-8700, or by visiting~~ the ~~Company’s~~Cash ~~website~~Portion over (~~http://miramarlabs.com/investors/~~y). ~~In addition,~~ the ~~tender~~exercise ~~offer~~price ~~statement~~payable ~~and~~per ~~the~~share ~~solicitation/recommendation~~under ~~statement~~such ~~(and~~Company ~~all~~Option, ~~other~~without ~~documents~~interest, ~~filed~~plus ~~with the SEC~~(ii) ~~will be available at no charge on~~ the ~~SEC’s~~right ~~website~~to ~~(www.sec.gov)~~receive ~~upon filing with~~ the ~~SEC.~~CVR ~~THE~~Portion ~~COMPANY’S~~for ~~STOCKHOLDERS~~each ~~ARE~~share ~~ADVISED~~subject TOto ~~READ~~such ~~THE~~In-the-money ~~TENDER~~Option ~~OFFER~~(without ~~STATEMENT~~regard ~~AND~~to ~~THE SOLICITATION/RECOMMENDATION STATEMENT~~vesting), ASwhich ~~EACH~~amount ~~MAY~~shall BEbe ~~AMENDED~~paid ORin ~~SUPPLEMENTED~~accordance ~~FROM~~with ~~TIME~~the TOCVR ~~TIME,~~Agreement. No ~~AND~~holder ~~ANY~~of ~~OTHER~~a ~~RELEVANT~~cancelled ~~DOCUMENTS~~Company ~~FILED~~Option ~~WITH~~that ~~THE~~was ~~SEC~~not ~~WHEN~~an ~~THEY~~In-the-money ~~BECOME~~Option ~~AVAILABLE~~is ~~BEFORE~~entitled ~~THEY~~to ~~MAKE~~any ~~ANY~~payment ~~DECISION~~with ~~WITH~~respect ~~RESPECT~~to TOsuch ~~THE~~cancelled ~~TENDER~~Company ~~OFFER~~Option ~~BECAUSE~~before ~~THEY~~or ~~WILL~~after ~~CONTAIN~~the ~~IMPORTANT~~Effective ~~INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE TRANSACTION~~Time.

~~Forward~~The ~~Looking~~foregoing ~~Statements~~description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 12, 2017, and Amendment No. 1 to the Merger Agreement a copy of which is filed as Exhibit (e)(2) to the Company’s Schedule 14D-9, filed with the SEC on June 26, 2017, which are incorporated herein by reference.

~~This~~Item ~~document contains certain statements that constitute forward-looking statements~~3.01 ~~These~~Notice ~~forward-looking statements include, but are not limited to, statements regarding the satisfaction~~ of ~~conditions~~Delisting to the completion of the proposed transaction and the expected completion of the proposed transaction, as well as other statements that are not historical fact. These forward-looking statements are based on currently available information, as well as the Company’s views and assumptions regarding future events as of the time such statements are being made. Such forward looking statements are subject to inherent risks and uncertainties. Accordingly, actual results may differ materially and adversely from those expressed or ~~implied~~Failure ~~in such forward-looking statements. Such risks and uncertainties include, but are not limited~~ to, ~~the~~Satisfy ~~potential failure to satisfy conditions to the completion of the proposed transaction due to the failure to receive~~ a ~~sufficient~~Continued ~~number~~Listing ofRule tendered shares in the tender offer, as well as those described in cautionary statements contained elsewhere herein and in the Company’s periodic reports filed with the SEC including the statements set forth under “Risk Factors” set forth in the Company’s most recent annual report on Form 10-K and the Company’s most recent quarterly report on Form 10-Q, the Tender Offer Statement on Schedule TO (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) to be filed by Parent and Purchaser, and the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by the Company. As a result of these and other risks, the proposed transaction may not be completed on the timeframe expected or atStandard; ~~all.~~Transfer ~~These forward-looking statements reflect the Company’s expectations as~~ of ~~the date of this report~~Listing. While the Company may elect to update any such forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, even if our expectations change, except as required by law.

~~Item~~On July 15, 2017, in connection with the anticipated consummation of the Merger, the Company informed the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the Merger and requested that trading in its Shares be suspended and that the Common Stock be withdrawn from quotation on the OTCQB tier of the OTC Markets Group Inc. Upon the consummation of the Merger 9and the final approval by FINRA, the Shares will no longer be traded on the OTCQB, and price quotations with respect to the Shares in the public market will no longer be available.~~01 Financial~~ The ~~Statements~~Company intends to file with the SEC, a Form 15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would terminate and ~~Exhibits~~suspend its obligations to file reports under Sections 13 and 15(d) of the Exchange Act.



Item 3.03	Material Modification to Rights of Security Holders.

The information set forth in Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference.



Item 5.01	Changes in Control of Registrant.

The information set forth in Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the completion of the Offer, a change of control of the Company has occurred. Upon the consummation of the Merger, the Company became a wholly owned subsidiary of Parent.



Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Purchaser immediately prior to the Effective Time became the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, and each of Robert Michael Kleine, Mark E. Deem, Hanson S. Gifford III, Maxim Gorbachev, Henry A. Plain, Jr., Stacey D. Seltzer, Brian H. Dovey and Patrick F. Williams ceased to serve as directors of the Company. At the Effective Time, the officers of Purchaser immediately prior to the Effective Time became the initial officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly appointed. Information regarding the new directors and executive officers has been previously disclosed in Schedule I of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, filed by the Purchaser on June 26, 2017. Charles Huiner will serve as the President and Chief Executive Officer of the Surviving Corporation.



Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

At the Effective Time, subject to the terms of the Merger Agreement, (i) the Company’s certificate of incorporation was amended and restated in its entirety to read identically to the certificate of incorporation provided as Exhibit B to the Merger Agreement (the “Amended Charter”) and (ii) the Company’s bylaws were amended and restated in their entirety to be identical to the bylaws of Purchaser as in effect immediately prior to the Effective Time (the “Amended Bylaws”); provided, however, that at the Effective Time the certificate of incorporation of the Surviving Corporation was amended so that the name of the Surviving Corporation shall be “Miramar Labs, Inc.”

The Amended Charter and the Amended Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.



Item 9.01	Financial Statements and Exhibits



(d)	Exhibits

Exhibit No.		Description
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of June 25, 2017 by and among Sientra, Inc., Desert Acquisition Corporation and Miramar Labs, Inc.
3.1		Second Amended and Restated Certificate of Incorporation of Miramar Labs, Inc.
3.2		Third Amended and Restated Bylaws of Miramar Labs, Inc.

-2-

SIGNATURE

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.

	MIRAMAR LABS, INC.		~~MIRAMAR LABS, INC.~~
Dated: June 26, 2017		By:	/s/ R. Michael Kleine
Date: July 25, 2017	By:		/s/ R. Michael Kleine
			R. Michael Kleine
			Name: R. Michael Kleine
			Chief Executive Officer
			Title: Chief Executive Officer

-3-

EXHIBIT INDEX

Exhibit No.		Description
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of June 25, 2017 by and among Sientra, Inc., Desert Acquisition Corporation and Miramar Labs, Inc.
3.1		Second Amended and Restated Certificate of Incorporation of Miramar Labs, Inc.
3.2		Third Amended and Restated Bylaws of Miramar Labs, Inc.

Filing Compare · MIRAMAR LABS, INC.