Item 1.01. Entry into a Material Definitive Agreement.
On
In addition to Asset Purchase Consideration, as consideration for the sale,
assignment, transfer and delivery of the Purchased Assets,
The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
The representations, warranties, and covenants contained in the Purchase
Agreement have been made solely for the purposes of the Purchase Agreement and
as of specific dates; were solely for the benefit of the parties to the Purchase
Agreement; are not intended as statements of fact to be relied upon by the
parties' stockholders or other security holders, but rather as a way of
allocating the risk between the parties in the event the statements therein
prove to be inaccurate; have been modified or qualified by certain confidential
disclosures that were made between the parties in connection with the
negotiation of the Purchase Agreement, which disclosures are not reflected in
the Purchase Agreement itself; may no longer be true as of a given date; and may
apply standards of materiality in a way that is different from what may be
viewed as material by stockholders or other security holders. Except as
specifically set forth in the Purchase Agreement, security holders are not
third-party beneficiaries under the Purchase Agreement and should not rely on
the representations, warranties, and covenants or any descriptions thereof as
characterizations of any actual state of facts or of the condition of
MidCap Amendment
On
Also on
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party thereto and
The above descriptions of the Term Loan Amendment and Revolving Loan Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such agreement, copies of which are attached hereto as Exhibits 10.2 and 10.3 and incorporated herein by reference.
Deerfield Amendment
Also on
The above description of the Facility Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Facility Amendment, a copy of which is attached hereto as Exhibit 10.4 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation of a Registrant.
The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.
Item 3.02. Creation of a Direct Financial Obligation of a Registrant.
The information set forth under Item 1.01 above is incorporated into this Item 3.02 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
10.1* Asset Purchase Agreement to Facility Agreement, datedDecember 31, 2021 , by and betweenSientra, Inc. andAuraGen Aesthetics LLC . 10.2 Limited Consent and Second Amendment to Second Amended and Restated Credit and Security Agreement (Term Loan), datedDecember 31, 2021 , by and amongSientra, Inc. , certain of its wholly owned subsidiaries, the lenders party thereto andMidCap Financial Trust . 10.3 Limited Consent and Fifth Amendment to Amended and Restated Credit and Security Agreement (Revolving Loan), datedDecember 31, 2021 , by and amongSientra, Inc. , certain of its wholly owned subsidiaries, the lenders party thereto andMidCap Financial Trust . 10.4 Amendment No. 3 to the Facility Agreement, datedDecember 31, 2021 , by and betweenSientra, Inc. andDeerfield Partners, L.P. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Certain portions of the Exhibit have been redacted pursuant to Reg. S-K Item
601 (b) (10)
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