SIENNA BIOPHARMACEUTICALS, INC. 8,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 22nd, 2019 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations • New York
Sienna Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 8,000,000 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,200,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SIENNA BIOPHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • August 3rd, 2018 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations • New York
Sienna Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2018 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated and effective as of June 29, 2018 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and SIENNA BIOPHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SIENNA BIOPHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 3rd, 2017 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of [Date] by and between Sienna Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
SIENNA BIOPHARMACEUTICALS, INC. (F/K/A SIENNA LABS, INC.)Stock Option Agreement • July 3rd, 2017 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2010 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
SIENNA BIOPHARMACEUTICALS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2019 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”), is made by and between Sienna Biopharmaceuticals, Inc., a Delaware corporation (the “Company”) and Alexander Azoy (“Executive” and, together with the Company, the “Parties”), effective as of April 1, 2019 (the “Effective Date”). This Agreement supersedes in its entirety that certain offer letter by and between Executive and the Company dated as of November 7, 2017 (the “Prior Agreement”).
ContractWarrant Agreement • January 30th, 2019 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
OFFICE LEASE by and between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA for the benefit of its Real Estate Account (“Landlord”) and SIENNA BIOPHARMACEUTICALS, INC. a Delaware corporation (“Tenant”) Dated as of May 10, 2016Office Lease • July 3rd, 2017 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations • California
THIS OFFICE LEASE (this “Lease”) is made between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, for the benefit of its Real Estate Account (“Landlord”), and the Tenant described in Item 1 of the Basic Lease Provisions.
Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc. AMENDED AND RESTATED EXCLUSIVE SUPPLY AND LICENSE AGREEMENT by and between NANOCOMPOSIX, INC. a California Corporation and SIENNA BIOPHARMACETICALS, INC. a Delaware corporation...Exclusive Supply and License Agreement • July 17th, 2017 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations • California
This Amended and Restated Exclusive Supply and License Agreement (“Agreement”) is made as of April 19, 2017 (the “Restatement Date”), by and between Sienna Biopharmceuticals, Inc. (formerly Sienna Labs, Inc.), a Delaware corporation, with its principal place of business at 30699 Russell Ranch Road, Suite 140, Westlake Village, CA 91362 (“SIENNA”), and NANOCOMPOSIX Inc., a California corporation, with its principal place of business at 4878 Ronson Court, Suite K, San Diego, CA 92111 (“NANOCOMPOSIX”). SIENNA and NANOCOMPOSIX may be referred to individually as a “Party” or collectively as the “Parties.”
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • November 12th, 2019 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations • California
I, Diane Stroehmann, enter into this Separation and General Release Agreement (“Agreement”) with Sienna Biopharmaceuticals, Inc., a Delaware Corporation (the “Company”), as of the Effective Date, which is the eighth (8th) day after the date on which I sign this Agreement.
SIENNA BIOPHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT April 12, 2017Investors’ Rights Agreement • July 3rd, 2017 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of April 12, 2017, by and among Sienna Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder.”
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 30th, 2019 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 28th day of January, 2019, by and between SILICON VALLEY BANK (“Bank”) and SIENNA BIOPHARMACEUTICALS, INC., a Delaware corporation (“Borrower”).
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • July 3rd, 2017 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations
Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc. THE VENDORS details of whom are set out in Schedule 1 (as Vendors) and SIENNA BIOPHARMACEUTICALS, INC. (as Purchaser) and SHAREHOLDER REPRESENTATIVE SERVICES LLC (as Vendors’...Share Purchase Agreement • July 3rd, 2017 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations • England and Wales
The Vendors wish to sell and the Purchaser wishes to acquire the entire issued share capital of the Company subject to the terms of this Agreement.
SEPARATION AGREEMENTSeparation Agreement • March 14th, 2019 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations • California
This Separation Agreement (the “Agreement”) is made by and between Todd Harris (“Executive”) and Sienna Biopharmaceuticals, Inc., a Delaware corporation (the “Company” and, together with Executive, the “Parties”) is made effective as of the date Executive signs this Agreement (the “Effective Date”), with reference to the following facts:
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • May 14th, 2018 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations • California
I, Richard D. Peterson, enter into this Separation and General Release Agreement (“Agreement”) with Sienna Biopharmaceuticals, Inc., a Delaware Corporation (the “Company”), as of the Effective Date, which is the eighth (8th) day after the date on which I sign this Agreement.
Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc. Sienna Labs, Inc. Carlsbad, CA 92011Side Letter Agreement • July 3rd, 2017 • Sienna Biopharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This letter agreement (the “Agreement”) is to confirm that in connection with the closing of the Series A-3 preferred stock financing of the Company on or about the date hereof and for other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the Company hereby makes the following covenants to each Stockholder:
