UNITED STATESSECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549__________________
FORM 8-KCURRENT REPORTPURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES ACT OF 1934Date of Report (Date of earliest event reported): April 24, 2024__________________
SIENTRA, INC.(Exact name of registrants as specified in its charters)

UNITED STATES

~~__________________~~SECURITIES AND EXCHANGE COMMISSION

Delaware(State or other jurisdiction of incorporation or organization)	001-36709(Commission File Number)		20-5551000(I.R.S. Employer Identification Number)
3333 Michelson Drive, Suite 650Irvine, California(Address of Principal Executive Offices)		92612(Zip Code)
805-562-3500
(Registrant’s telephone number, including area code)

Washington, D.C. 20549

~~__________________~~FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES ACT OF 1934

Date of Report (Date of earliest event reported): June 18, 2024

PROJECT SAGE OLDCO, INC.
(Exact name of registrants as specified in its charters)

Delaware		001-36709		20-5551000
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

3333 Michelson Drive, Suite 650 Irvine, California		92612
(Address of Principal Executive Offices)		(Zip Code)

805-562-3500

(Registrant’s telephone number, including area code)

Sientra, Inc.

(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.

☐ 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))

☐	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 $0.01 per share		SIENQ		*

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SIEN	The Nasdaq Global Select Market

*	The registrant’s common stock began trading exclusively on the over-the-counter market on April 19, 2024, under the symbol SIENQ.

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 1.0103 ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement~~Receivership.

~~The~~As previously ~~information~~disclosed, ~~set~~on ~~forth~~February ~~below~~12, in2024, ~~Item~~Project 2Sage Oldco, Inc.01 (formerly known as Sientra, Inc). (“Project Sage”) and certain of its direct and indirect subsidiaries (together with Project Sage, the “Company”) filed voluntary petitions to commence proceedings under chapter 11 of title 11 of the United States Code (the “Chapter 11 Cases”) in ~~this~~the United ~~Current~~States ~~Report~~Bankruptcy onCourt ~~Form~~for ~~8-K~~the District of Delaware (~~this~~the “~~Current~~Bankruptcy ~~Report~~Court”). isThe ~~hereby~~Chapter 11 ~~incorporated~~Cases byare being ~~reference~~jointly ~~into~~administered ~~this~~under ~~Item~~the 1caption In re Project Sage M Holdings Oldco, Inc.01 et al., Case No. 24-10245.

~~Item~~On March 228, 2024, the Company entered into an Asset Purchase Agreement (the “Nuance APA”) with Nuance Intermediary, LLC (“Nuance”).01 Pursuant to the Nuance APA, Nuance acquired the assets related to the Company’s Biocorneum products business. ~~Completion~~Additionally, on April 4, 2024, the Company entered into an Asset Purchase Agreement (the “Tiger APA”) with Tiger Aesthetics Medical, LLC (“Tiger”). Pursuant to the Tiger APA, Tiger acquired substantially all of ~~Acquisition~~the orCompany’s assets, ~~Disposition~~exclusive of ~~Assets~~the Biocorneum products business.

AsOn June ~~previously~~18, ~~disclosed~~2024, onthe ~~February~~Bankruptcy ~~12,~~Court ~~2024~~entered an order (the “~~Petition~~Confirmation ~~Date~~Order”), ~~Sientra,~~confirming ~~Inc.~~the ~~(“Sientra”)~~Second Amended Combined Disclosure Statement and ~~certain~~Joint Plan of ~~its~~Project ~~direct~~Sage Oldco, Inc. and ~~indirect~~its ~~subsidiaries~~Affiliated Debtors (~~together~~the “Amended ~~with~~Combined ~~Sientra,~~Plan and ~~the~~Disclosure ~~“Company~~Statement”). ~~filed~~Capitalized ~~voluntary~~terms ~~petitions~~used but not specifically defined herein have the meanings specified to ~~commence~~such terms ~~proceedings~~in ~~under~~the ~~chapter~~Amended 11Combined ofPlan ~~title~~and 11Disclosure Statement. A copy of the ~~United~~Amended ~~States~~Combined ~~Code~~Plan (and Disclosure Statement and the ~~“Chapter~~Confirmation Order 11are ~~Cases”)~~attached inhereto ~~the~~as ~~United~~Exhibit ~~States~~2.1 ~~Bankruptcy~~and ~~Court~~2.2, ~~for~~respectively, ~~the~~and ~~District~~are ofincorporated ~~Delaware~~herein ~~(the~~by ~~“Bankruptcy~~reference ~~Court”)~~into this Item 1.03, ~~The~~and all filings related to the Chapter 11 Cases are ~~being~~available ~~jointly~~electronically ~~administered~~at ~~under~~https://dm.epiq11.com/case/sientra/info. ~~the~~Summary ~~caption~~of InConfirmed Amended reCombined ~~Sientra,~~Plan ~~Inc.,~~and etDisclosure ~~al.~~Statement

AsThe Amended ~~previously~~Combined ~~announced,~~Plan onand ~~April~~Disclosure 4,Statement ~~2024~~authorized, ~~the~~among ~~Company~~other ~~entered into an Asset Purchase Agreement (the “APA”) with Tiger Aesthetics Medical~~things, ~~LLC (“Tiger”) regarding~~ the ~~sale~~Company ofto ~~substantially~~wind ~~all~~down of the Company’s ~~assets,~~entities ~~exclusive~~following consummation of the ~~Biocorneum~~Sale ~~products~~Transactions. ~~business~~The ~~(the~~Amended ~~“Sale~~Combined ~~Assets”),~~Plan ~~subject~~and toDisclosure ~~approval~~Statement byalso reflects the ~~Bankruptcy~~Committee ~~Court.~~Settlement, Onwhich, among ~~April~~other 11things, ~~2024~~reserves $525,000 for the ~~Bankruptcy~~General ~~Court~~Unsecured ~~entered~~Claims anCash ~~order~~Pool ~~approving~~for ~~the~~distribution ~~Company’s~~to ~~entry~~Holders ~~into~~of ~~the~~Allowed ~~APA~~General Unsecured ~~(the “Sale Order”)~~Claims.

The foregoing ~~APA~~is a summary of the material terms of the Amended Combined Plan and Disclosure Statement as approved and confirmed by the Bankruptcy Court. This summary highlights only certain substantive provisions of the Amended Combined Plan and Disclosure Statement and is not intended to be a complete description of the Plan. This summary is qualified in its entirety by reference to the full text of the Amended Combined Plan and Disclosure Statement and Confirmation Order.

~~Pursuant~~Certain Information toRegarding ~~the terms of the APA, and subject to the conditions set forth therein, Tiger agreed to acquire the Sale~~ Assets ~~free~~ and ~~clear~~Liabilities of ~~all claims, liens, encumbrances and all other interests, as set forth in~~ the Sale Order (the “Transaction”) for a total purchase price of $42.5 million (the “Purchase Price”). On April 16, 2024, Tiger and the Company entered into the First Amendment to the APA (the “Amended APA”), which extended the outside date to close the Transaction from April 17, 2024 to April 22, 2024, and allowed for a further extension of the outside date to April 24, 2024 under certain circumstances. The Transaction closed on April 24, 2024 (the “Closing”).Debtors

~~The~~In the ~~APA~~Company’s ~~included~~most ~~certain~~recent ~~customary~~monthly ~~representations,~~operating ~~warranties~~report ~~and~~filed ~~covenants~~with of the ~~parties~~Bankruptcy ~~for~~Court aon ~~transaction~~June ~~involving~~6, 2024 (the “Monthly Operating ~~acquisition~~Report”), ofthe ~~assets~~Company ~~from~~reported aaggregated ~~debtor~~total inassets ~~bankruptcy,~~of ~~including~~approximately ~~the~~$81.5 ~~right~~million toand ~~terminate~~total ~~the~~liabilities ~~APA~~of ifapproximately $123.7 ~~certain~~million ~~conditions~~for ~~precedent~~the toreporting ~~Closing~~period ~~were~~ended ~~not~~April ~~met~~30, 2024. ~~None~~This offinancial ~~the~~information ~~representations,~~has ~~warranties~~not orbeen ~~pre‑Closing~~audited ~~covenants~~or ~~contained~~reviewed inby the ~~APA~~Company’s independent orregistered ~~the~~public ~~Amended~~accounting ~~APA~~firm ~~survived~~and ~~the~~may ~~Closing~~be ~~nor~~subject ~~did~~to ~~the~~future ~~APA~~reconciliation or ~~the~~adjustments. ~~Amended~~This ~~APA~~information ~~provide~~should ~~for~~not be ~~indemnification~~viewed ~~for~~as ~~any~~indicative ~~breach~~ of ~~such~~future ~~representations, warranties or covenants~~results.

~~The~~Cautionary Note ~~foregoing summaries of the APA and the Amended APA are not complete and are qualified in their entirety by reference~~ to, ~~respectively:~~Holders ~~(I) the full text~~ of the ~~APA, a copy of which is filed as Exhibit 2.1 to the~~ Company’s ~~Current~~Common Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2024 and (II) the full text of the Amended APA, a copy of which is filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2024, each of which is incorporated herein by reference.Stock

~~The~~As a ~~representations,~~result ~~warranties~~of ~~and~~the ~~covenants~~Amened ~~set~~Combined ~~forth~~Plan inand ~~the~~Disclosure ~~APA~~Statement ~~were~~going ~~made~~effective, ~~only~~all ~~for purposes~~ of the ~~APA~~Company’s ~~and~~equity ~~solely~~interests, ~~for~~consisting of ~~the~~outstanding ~~benefit~~shares of ~~the~~common ~~parties~~stock, ~~thereto.~~were ~~Accordingly~~cancelled, ~~the~~released, ~~APA~~extinguished, and ~~Amended~~discharged ~~APA are included with this Current Report on Form 8-K only to provide investors with information regarding their terms~~ and ~~not~~will tobe ~~provide~~of ~~investors~~no ~~with~~further ~~any~~force ~~other~~or ~~factual information regarding the Company~~ effect as of the ~~date~~Effective ofDate ~~the~~without ~~APA~~consideration orand ~~the~~have ~~Amended~~no ~~APA or as of any other date~~value.

~~The~~No shares ~~APA~~of ~~and~~ the ~~Amended~~Company’s ~~APA,~~common asstock ~~well~~will asbe ~~all~~reserved ~~other~~for ~~Bankruptcy~~future ~~Court~~issuance ~~filings~~in ~~and~~respect ~~further~~of ~~information~~claims ~~about~~and ~~the~~interests ~~Chapter~~filed 11and ~~Cases,~~allowed under ~~can~~the beAmended ~~accessed~~Combined ~~free~~Plan ofand ~~charge~~Disclosure atStatement aor ~~website~~pursuant ~~maintained~~to by the ~~Company's~~exercise ~~claims~~of ~~agent~~any ~~Epiq~~rights, atoptions, ~~https://dm.epiq11.com/case/sientra/info.~~or ~~The~~other ~~information~~obligations in of the Company’s ~~website~~to orissue ~~available~~its ~~elsewhere~~common ~~is not incorporated by reference herein and does not constitute part of this Form 8-K~~stock.

~~Item 8.01 Other Events.~~1

~~Cautionary~~The Company ~~Note~~intends ~~Regarding~~to file a Form 15 with the Securities and Exchange Commission deregistering the Company’s common stock pursuant to Rule 12g-4(a)(1) under the Securities Exchange Act of 1934 (“Exchange Act”). Upon filing the Form 15, the Company intends to immediately cease filing any further periodic or current reports under the Exchange Act

~~The Company cautions that trading in its securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks~~Item 3.03 ~~Trading~~Material ~~prices~~Modification ~~for the Company’s securities may bear little or no relationship~~ to the ~~actual~~Rights ~~recovery, if any, by holders~~ of ~~the~~Security ~~Company’s securities in the Chapter 11 Cases~~Holders. ~~In particular, the Company expects that its equity holders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.~~

~~Cautionary~~On the effective date of the Amended Combined Plan and Disclosure Statement ~~Regarding~~(the ~~Forward~~“Effective Date”), except with respect to the Multidraw Senior Secured Super-~~Looking~~priority ~~Statements~~Priming Debtor-in-Possession Credit Agreement and Guaranty or to the extent otherwise provided in the Amended Combined Plan and Disclosure Statement, all certificates, shares, notes, bonds, indentures, purchase rights, or other instruments or documents, directly or indirectly evidencing or creating any indebtedness or obligation or giving rise to any claim shall be cancelled and deemed surrendered as to the Company, and the Company shall not have any continuing obligations thereunder. Holders of or parties to such cancelled certificates, shares, notes, bonds, indentures, purchase rights, or other instruments or documents have no rights arising from or relating to such certificates, shares, notes, bonds, indentures, purchase rights, or other instruments or documents, or the cancellation thereof, except the rights provided for pursuant to the Amended Combined Plan and Disclosure Statement.

~~This Current Report contains “forward-looking statements” related to future events. Forward-looking statements contain words such as “expect~~The certificates,” ~~“anticipate,”~~shares ~~“could,”~~and ~~“should,”~~ownership ~~“intend,”~~interests ~~“plan,” “believe,” “seek,” “see,” “may,” “will,” “would” or “target.” Forward-looking statements are based on management’s current expectations, beliefs, assumptions~~ and ~~estimates.~~related ~~These statements are subject to significant risks~~agreements, ~~uncertainties~~purchase ~~and assumptions that are difficult to predict and could cause actual results to differ materially and adversely from those expressed or implied in the forward-looking statements~~rights, ~~including~~options ~~risks~~ and ~~uncertainties~~warrants regarding: the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases, including with respect to any final orders relating to the DIP Credit Agreement; the Company’s ability to access the full amount available under the DIP Credit Agreement which requires the satisfaction of certain conditions that ~~may~~were ~~not~~cancelled beon ~~satisfied for various reasons, including for reasons outside of~~ the Effective ~~Company’s~~Date ~~control;~~included ~~the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the sale of~~ all ~~or substantially all~~ of the Company’s assets, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects; the effects of the Chapter 11 Cases on the interests of various constituents; the length of time that the Company will operate under Chapter 11 protection; risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the trading of the Company’s common stock ~~on the OTC Pink Marketplace; general economic conditions, including inflation, recession, unemployment levels, consumer confidence~~ and ~~spending~~related ~~patterns,~~rights ~~credit availability and debt levels; the Company’s ability~~ to ~~attract,~~purchase ~~motivate~~or ~~and~~receive ~~retain~~shares ~~key executives and other associates; the impact~~ of ~~cost~~common ~~reduction initiatives; the Company’s ability to generate or maintain liquidity and legal and regulatory proceedings~~stock. Forward-looking statements are also subject to the risk factors and cautionary language described from time to time in the reports the Company files with the SEC, including those in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2022 and any updates thereto in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These risks and uncertainties may cause actual future results to be materially different than those expressed in such forward-looking statements. The Company has no obligation to update or revise these forward-looking statements and does not undertake to do so.

Item 5.02 3Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Amended Combined Plan and Disclosure Statement provides that on the Effective Date the Company’s boards of directors or managers, as applicable, will be dissolved and any remaining officers will be deemed to have been dismissed.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Numbers		Description
2.1		Second Amended Combined Disclosure Statement and Joint Plan of Project Sage Oldco, Inc. (formerly known as Sientra, Inc.) and its Affiliated Debtors Under Chapter 11 of the Bankruptcy Code
2.2		Findings of Fact, Conclusions of Law, and Order Approving the Debtors’ Second Amended Combined Disclosure Statement and Joint Plan of Project Sage Oldco, Inc. (formerly known as Sientra, Inc.) and its Affiliated Debtors Under Chapter 11 of the Bankruptcy Code
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

Date: April 29, 2024 SIENTRA, INC.By: /s/ Ronald MenezesRonald MenezesPresident and Chief Executive Officer

Date: June 25, 2024	PROJECT SAGE OLDCO, INC. (formerly known as Sientra, Inc.)

	By:	/s/ Ronald Menezes
		Ronald Menezes
		President and Chief Executive Officer

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