Sienna Biopharmaceuticals, Inc.
CASE SUMMARY: Short on Liquidity, Sienna Biopharmaceuticals Seeking Purchaser or Strategic Partner
Tue 09/17/2019 13:44 PM
Relevant Documents:
Voluntary Petition
Press Release
First Day Declaration
Cash Collateral Motion
First Day Hearing Agenda
Sienna Biopharmaceuticals, a Westlake Village, Calif.-based clinical-stage biopharmaceutical and medical device company, filed for chapter 11 protection on Monday night in the Bankruptcy Court for the District of Delaware. The company seeks the use of cash collateral with the consent of its prepetition secured lender, Silicon Valley Bank, subject to various milestones providing for a sale process that may toggle to a plan process. The debtor says that given the responses to date through a prepetition process run by Cowen and Company, “the Debtor is confident that Cowen will be successful in locating a purchaser or strategic partner in the near future, thus enabling the Debtor to emerge from bankruptcy and continue its business operations as a going concern."
According to the first day declaration of Frederick C. Beddingfield III, founder, president and CEO of Sienna, despite “obtaining positive top-line results from a Phase 2b study of SNA-120 in December 2018, its liquidity position has declined, and it will not be able to continue advancing its product candidates absent additional funding.” Beddingfield also says that the debtor’s “ability to attract such additional funding, as well as its overall liquidity position, has been challenged by a looming liquidity trigger tied to minimum available cash under the Prepetition Credit Agreement [and] a declining stock price.” Sienna also points to certain contingent payments under a December 2016 share purchase agreement, through which the debtor acquired Creabilis plc, that are due upon the commencement of Phase 3 clinical trials for its SNA-120 drug that the debtor is ready to commence in the second half of 2019. The debtor would be obligated to issue $18 million in shares of common stock to the former Creabilis shareholders upon the commencement of the first Phase 3 clinical trial, and says that this amount could increase to “as much as” $53 million which would also include a cash component of $25 million in addition to $28 million in shares of common stock upon the achievement of certain additional milestones.
The first day hearing is set for Wednesday, Sept. 18, at 9 a.m. ET.
The company reports $107.6 million in assets and $80.6 million in liabilities as of June 30. The company’s prepetition capital structure includes:
Silicon Valley Bank initially provided $40 million in term loans in June 2018, amended in January 2019 to reduce access to $30 million in total and the debtor’s issuance of warrants to the lender and its affiliate, Life Science Loans II, LLC. Leading up to the bankruptcy filing, as a condition to Silicon Valley Bank’s consent to the use of collateral, the debtor paid the lender $21.3 million on Sept. 16, 2019 and the lender agreed to waive the prepayment fee on such payment of $400,000.
The debtor notes that Silicon Valley Bank’s collateral excludes intellectual property, which is unencumbered, however, that the intellectual property “is subject to a negative pledge and the Prepetition Collateral includes all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing, or disposition of all or any part of the Intellectual Property.” The debtor owns or has an exclusive license in certain fields of use to over 250 patents and patent applications in the U.S. and internationally. The debtor also has various trademark rights. As of the petition date, the debtor owns 53 registered trademarks around the world, as well as 16 U.S. and 120 international trademark applications.
The debtor has $11 million in cash on hand.
Sienna has also been seeking a strategic partner to maximize the value of its technology after announcing positive top-line results from three pivotal clinical trials involving one of its candidates in February 2019. To that end, in August, the debtor retained Cowen and Company, as an independent financial advisor to assist in exploring capital raising opportunities to enable the advancement of Sienna’s product candidates, in addition to a wide range of financial and strategic alternatives. The debtor also implemented a corporate restructuring in early 2019, through which it terminated 20 employees (approximately 34% of its workforce) and subsequently terminated an additional six employees this month.
Despite its prepetition restructuring efforts, Sienna says that during 2019, its liquidity continued to deteriorate, leading to a breach of the prepetition credit agreement’s minimum cash covenant threshold “in the days prior to the Petition Date.”
The debtor is represented by Latham & Watkins in Los Angeles and Young Conaway Stargatt & Taylor in Wilmington, Del., as counsel, Cowen and Company as investment banker and Force 10 Partners as financial advisor. Epiq is the claims agent. The case has been assigned to Judge Mary F. Walrath (case number 19-12051).
Background
Sienna Biopharmaceuticals, founded under the name Sienna Labs in 2010 before taking on its current name in 2016, is a clinical-stage biopharmaceutical and medical device company focused on topical products in medical dermatology and aesthetics. In December 2016, the debtor acquired Creabilis, which was incorporated in England and Wales, and was subsequently converted to Creabilis Holdings Limited, which serves as a holding company for the debtor’s other non-debtor affiliates. The wholly-owned direct subsidiary of Luxembourg-based Creabilis Holdings - Sienna Biopharmaceutics S.A. - holds a “substantial” portion of the debtor’s intellectual property related to SNA-120 acquired in the Creabilis acquisition, and “is in effect an intellectual property holding vehicle with limited administrative operations.” Two wholly-owned subsidiaries of Sienna Biopharmaceuticals S.A. - Italy-based Sienna Biopharmaceuticals S.r.l. (formerly served as early-stage research arm of the debtor) and England/Wales-based Creabilis UK Limited - are being wound down and/or dissolved.
The debtor’s corporate organizational structure is shown below:
According to the debtor, Sienna’s objective is “to develop a unique, diversified, multi-asset pipeline of topical therapies that enhance the health, appearance, and quality of life of dermatology and aesthetics patients.” The debtor leases its corporate headquarters, which is an approximately 7,000 square foot facility located in Westlake Village, Calif., and has 18 full time employees.
Sienna develops multiple product candidates designed to address chronic inflammatory skin diseases and other dermatologic and aesthetic conditions. These products are in the clinical trial stage, led by candidate SNA-120, which is being developed to treat psoriasis and associated pruritus. The second candidate - SN-125 - is being developed for the treatment of atopic dermatitis and psoriasis and has “demonstrated positive results” in gastrointestinal applications, including inflammatory bowel disease.
The debtor is also developing a silver photo particle technology that is designed to be used with commercial lasers to reduce unwanted light-pigmented hair and treat acne.
The debtor characterizes the biopharmaceutical and medical device development industries as “highly speculative undertakings” that involve a “substantial” degree of risk. The industries generally, and the dermatology and aesthetics markets specifically, are “acutely competitive,” the debtor stresses, “subject to rapid change, and significantly affected by new product introductions, results of clinical research, corporate combinations, actions by regulatory bodies, changes by public and private payers, and other factors.” While the debtor is actively advancing several “promising” product candidates under its proprietary platforms, these have not yet been approved for sale, and the debtor has not generated any revenue to date.
Since its inception, the debtor has incurred significant operating losses and has an accumulated deficit as a result of ongoing efforts to develop its product candidates, including conducting nonclinical and clinical trials and providing general and administrative support for these operations. Sienna had an accumulated deficit of approximately $184.1 million and approximately $159.4 million as of June 30, 2019 and Dec. 31, 2018, respectively. The debtor had net losses of approximately $8.3 million and approximately $24.6 million for the three and six months ended June 30, 2019, and approximately $20.2 million and approximately $37.3 million for the three and six months ended June 30, 2018, respectively. The company also had net cash used in operating activities of approximately $21.2 million and approximately $30.2 million for the six months ended June 30, 2019 and 2018, respectively.
In order to raise capital, in August 2018, the debtor entered into a sales agreement with Cowen as sales agent through which the debtor may sell, at its option, from “time to time,” up to $75 million of the company’s common stock through “at-the-market” equity offering program. The debtor filed a related shelf registration statement, which became effective Aug. 14, 2018. On Feb. 20, 2019, Sienna also entered into an underwriting agreement with Cowen and BMO Capital Markets Corp., as representatives of several underwriters, through which Sienna agreed to issue and sell 8 million shares of its common stock, which was sold at a public offering price of $2.50 per share and were purchased by the underwriters at $2.35 per share. On Feb. 22, the offering closed and the debtor completed the sale and issuance of 9.2 million shares of common stock, including 1.2 million shares pursuant to the underwriters’ option to purchase additional shares, yielding $21.4 million of net proceeds.
The debtor says that “significant cash burn” and lack of revenue has required multiple rounds of debt and equity financings. More recently, Sienna’s liquidity position has become increasingly strained due to a lack of fresh capital sources and certain other factors, such that the debtor does not have sufficient available capital to support its ongoing operations and, in particular, fund the initiation of pivotal clinical trials and advancements of its product candidates.
The debtor's largest unsecured creditors are listed below:
The case representatives follow:
Cash Collateral Motion
The debtor seeks the use of cash collateral, with the consent of Silicon Valley Bank. Adequate protection would be in the form of replacement liens (excluding avoidance actions and their proceeds), superpriority administrative expense claims (without recourse to avoidance actions or their proceeds), payment of interest at the default rate, payment of lead counsel and local counsel fees and expenses, and financial reporting. Adequate protection payments would be “reapplied to reduce the principal amount of the Prepetition Loan Obligations (or disgorged if all such principal has been repaid in full), as applicable, to the extent that the Court determines that the Prepetition Lender is not entitled to interest, fees and expenses payable pursuant to the Prepetition Credit Documents after the Petition Date under section 506(b) of the Bankruptcy Code.”
The debtor adopted a key employee incentive plan for certain executives and a key employee retention plan for non-executive employees prepetition, for which it says it intends to seek court approval. The adequate protection liens and claims are subject to amounts due under a KEIP/KERP, as well as the carveout.
In addition, subject to the final order, the debtors propose a waiver of the estates’ right to seek to surcharge its collateral pursuant to Bankruptcy Code section 506(c) and the “equities of the case” exception under section 552(b).
The carveout for professional fees is $500,000.
Budget
The proposed budget is HERE.
Milestones
The use of cash collateral is subject to the following milestones:
To the extent that the debtor files a plan in accordance with the milestone above, then the remaining sale milestones would no longer apply.
In addition, the debtor must obtain funding for any costs incurred after 88 days from the petition date from a plan sponsor or other third party, “with such financing either paying the Prepetition Lender in full or junior to the liens, interests and rights of the Prepetition Lender.”
The lien challenge deadline is 60 days after formation for an official creditors’ committee or 75 days after the petition date for other parties in interest. The UCC lien investigation budget is $25,000.
Other Motions
The debtor also filed various standard first day motions, including the following:
Voluntary Petition
Press Release
First Day Declaration
Cash Collateral Motion
First Day Hearing Agenda
| Summary |
| Sienna Biopharmaceuticals is a clinical-stage biopharmaceutical and medical device company focused on topical products in medical dermatology and aesthetics |
| Seeks use of cash collateral with consent of prepetition secured lender Silicon Valley Bank |
| Seeks to run a sale process, that according to cash collateral milestones, may toggle to plan process |
According to the first day declaration of Frederick C. Beddingfield III, founder, president and CEO of Sienna, despite “obtaining positive top-line results from a Phase 2b study of SNA-120 in December 2018, its liquidity position has declined, and it will not be able to continue advancing its product candidates absent additional funding.” Beddingfield also says that the debtor’s “ability to attract such additional funding, as well as its overall liquidity position, has been challenged by a looming liquidity trigger tied to minimum available cash under the Prepetition Credit Agreement [and] a declining stock price.” Sienna also points to certain contingent payments under a December 2016 share purchase agreement, through which the debtor acquired Creabilis plc, that are due upon the commencement of Phase 3 clinical trials for its SNA-120 drug that the debtor is ready to commence in the second half of 2019. The debtor would be obligated to issue $18 million in shares of common stock to the former Creabilis shareholders upon the commencement of the first Phase 3 clinical trial, and says that this amount could increase to “as much as” $53 million which would also include a cash component of $25 million in addition to $28 million in shares of common stock upon the achievement of certain additional milestones.
The first day hearing is set for Wednesday, Sept. 18, at 9 a.m. ET.
The company reports $107.6 million in assets and $80.6 million in liabilities as of June 30. The company’s prepetition capital structure includes:
- Secured debt:
- Silicon Valley Bank: $10 million in principal
- Silicon Valley Bank: $10 million in principal
- Unsecured debt: $2.5 million
- Equity: Sienna completed an initial public offering of its common stock and was listed on The NASDAQ Global Select Market under the symbol “SNNA.” As of Aug. 6, 2019, there were approximately 30.9 million common shares outstanding, 24.34 million of which are held by Cede & Co. and are publicly traded. As of Aug. 28, 2019, the debtor also had approximately 2.64 million shares associated with stock options, approximately 1.05 million in restricted stock units and warrants for 535,714 shares outstanding.
Silicon Valley Bank initially provided $40 million in term loans in June 2018, amended in January 2019 to reduce access to $30 million in total and the debtor’s issuance of warrants to the lender and its affiliate, Life Science Loans II, LLC. Leading up to the bankruptcy filing, as a condition to Silicon Valley Bank’s consent to the use of collateral, the debtor paid the lender $21.3 million on Sept. 16, 2019 and the lender agreed to waive the prepayment fee on such payment of $400,000.
The debtor notes that Silicon Valley Bank’s collateral excludes intellectual property, which is unencumbered, however, that the intellectual property “is subject to a negative pledge and the Prepetition Collateral includes all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing, or disposition of all or any part of the Intellectual Property.” The debtor owns or has an exclusive license in certain fields of use to over 250 patents and patent applications in the U.S. and internationally. The debtor also has various trademark rights. As of the petition date, the debtor owns 53 registered trademarks around the world, as well as 16 U.S. and 120 international trademark applications.
The debtor has $11 million in cash on hand.
Sienna has also been seeking a strategic partner to maximize the value of its technology after announcing positive top-line results from three pivotal clinical trials involving one of its candidates in February 2019. To that end, in August, the debtor retained Cowen and Company, as an independent financial advisor to assist in exploring capital raising opportunities to enable the advancement of Sienna’s product candidates, in addition to a wide range of financial and strategic alternatives. The debtor also implemented a corporate restructuring in early 2019, through which it terminated 20 employees (approximately 34% of its workforce) and subsequently terminated an additional six employees this month.
Despite its prepetition restructuring efforts, Sienna says that during 2019, its liquidity continued to deteriorate, leading to a breach of the prepetition credit agreement’s minimum cash covenant threshold “in the days prior to the Petition Date.”
The debtor is represented by Latham & Watkins in Los Angeles and Young Conaway Stargatt & Taylor in Wilmington, Del., as counsel, Cowen and Company as investment banker and Force 10 Partners as financial advisor. Epiq is the claims agent. The case has been assigned to Judge Mary F. Walrath (case number 19-12051).
Background
Sienna Biopharmaceuticals, founded under the name Sienna Labs in 2010 before taking on its current name in 2016, is a clinical-stage biopharmaceutical and medical device company focused on topical products in medical dermatology and aesthetics. In December 2016, the debtor acquired Creabilis, which was incorporated in England and Wales, and was subsequently converted to Creabilis Holdings Limited, which serves as a holding company for the debtor’s other non-debtor affiliates. The wholly-owned direct subsidiary of Luxembourg-based Creabilis Holdings - Sienna Biopharmaceutics S.A. - holds a “substantial” portion of the debtor’s intellectual property related to SNA-120 acquired in the Creabilis acquisition, and “is in effect an intellectual property holding vehicle with limited administrative operations.” Two wholly-owned subsidiaries of Sienna Biopharmaceuticals S.A. - Italy-based Sienna Biopharmaceuticals S.r.l. (formerly served as early-stage research arm of the debtor) and England/Wales-based Creabilis UK Limited - are being wound down and/or dissolved.
The debtor’s corporate organizational structure is shown below:
According to the debtor, Sienna’s objective is “to develop a unique, diversified, multi-asset pipeline of topical therapies that enhance the health, appearance, and quality of life of dermatology and aesthetics patients.” The debtor leases its corporate headquarters, which is an approximately 7,000 square foot facility located in Westlake Village, Calif., and has 18 full time employees.
Sienna develops multiple product candidates designed to address chronic inflammatory skin diseases and other dermatologic and aesthetic conditions. These products are in the clinical trial stage, led by candidate SNA-120, which is being developed to treat psoriasis and associated pruritus. The second candidate - SN-125 - is being developed for the treatment of atopic dermatitis and psoriasis and has “demonstrated positive results” in gastrointestinal applications, including inflammatory bowel disease.
The debtor is also developing a silver photo particle technology that is designed to be used with commercial lasers to reduce unwanted light-pigmented hair and treat acne.
The debtor characterizes the biopharmaceutical and medical device development industries as “highly speculative undertakings” that involve a “substantial” degree of risk. The industries generally, and the dermatology and aesthetics markets specifically, are “acutely competitive,” the debtor stresses, “subject to rapid change, and significantly affected by new product introductions, results of clinical research, corporate combinations, actions by regulatory bodies, changes by public and private payers, and other factors.” While the debtor is actively advancing several “promising” product candidates under its proprietary platforms, these have not yet been approved for sale, and the debtor has not generated any revenue to date.
Since its inception, the debtor has incurred significant operating losses and has an accumulated deficit as a result of ongoing efforts to develop its product candidates, including conducting nonclinical and clinical trials and providing general and administrative support for these operations. Sienna had an accumulated deficit of approximately $184.1 million and approximately $159.4 million as of June 30, 2019 and Dec. 31, 2018, respectively. The debtor had net losses of approximately $8.3 million and approximately $24.6 million for the three and six months ended June 30, 2019, and approximately $20.2 million and approximately $37.3 million for the three and six months ended June 30, 2018, respectively. The company also had net cash used in operating activities of approximately $21.2 million and approximately $30.2 million for the six months ended June 30, 2019 and 2018, respectively.
In order to raise capital, in August 2018, the debtor entered into a sales agreement with Cowen as sales agent through which the debtor may sell, at its option, from “time to time,” up to $75 million of the company’s common stock through “at-the-market” equity offering program. The debtor filed a related shelf registration statement, which became effective Aug. 14, 2018. On Feb. 20, 2019, Sienna also entered into an underwriting agreement with Cowen and BMO Capital Markets Corp., as representatives of several underwriters, through which Sienna agreed to issue and sell 8 million shares of its common stock, which was sold at a public offering price of $2.50 per share and were purchased by the underwriters at $2.35 per share. On Feb. 22, the offering closed and the debtor completed the sale and issuance of 9.2 million shares of common stock, including 1.2 million shares pursuant to the underwriters’ option to purchase additional shares, yielding $21.4 million of net proceeds.
The debtor says that “significant cash burn” and lack of revenue has required multiple rounds of debt and equity financings. More recently, Sienna’s liquidity position has become increasingly strained due to a lack of fresh capital sources and certain other factors, such that the debtor does not have sufficient available capital to support its ongoing operations and, in particular, fund the initiation of pivotal clinical trials and advancements of its product candidates.
The debtor's largest unsecured creditors are listed below:
| 10 Largest Unsecured Creditors | |||
| Creditor | Location | Claim Type | Amount |
|---|---|---|---|
| Charles River Laboratories | Wilmington, Mass. | Trade Debt | $ 1,222,084 |
| California Employment Development Department |
Sacramento, Calif. | Taxes, Unemployment Insurance |
439,967 |
| Therapeutics, Inc. | San Diego | Trade Debt | 266,704 |
| Rho, Inc. | Durham, N.C. | Trade Debt | 244,432 |
| Johnson Matthey Pharmaceutical Materials, Inc. |
Wayne, Pa. | Trade Debt | 177,633 |
| Medpharm Ltd. | Surrey, U.K. | Trade Debt | 89,155 |
| UC Regents Office of the General, University of California, Office of the President |
Oakland, Calif. | Trade Debt | 65,000 |
| Evidence Scientific Solutions, Inc. | Philadelphia | Trade Debt | 64,427 |
| Nextpharma | Surrey, U.K. | Trade Debt | 53,139 |
| ARA Advance Research Associates |
Santa Clara, Calif. | Trade Debt | 39,897 |
The case representatives follow:
| Representatives | |||
| Role | Name | Firm | Location |
|---|---|---|---|
| Debtor's Co-Counsel | Peter M. Gilhuly | Latham & Watkins |
Los Angeles |
| Ted A. Dillman | |||
| Shawn P. Hansen | |||
| Debtor's Co-Counsel | Michael R. Nestor | Young Conaway Stargatt & Taylor |
Wilmington, Del. |
| Kara Hammond Coyle | |||
| Debtor's Investment Banker |
N/A | Cowen and Company |
N/A |
| Debtor's Financial Advisor |
N/A | Force 10 Partners |
N/A |
| Counsel to the Prepetition Lender |
Ori Katz | Sheppard, Mullin, Richter & Hampton |
San Francisco |
| U.S. Trustee | Linda Richenderfer | Office of the U.S. Trustee |
Wilmington, Del. |
| Debtor's Claims Agent | Kate Mailloux | Epiq Corporate Restructuring |
New York |
Cash Collateral Motion
The debtor seeks the use of cash collateral, with the consent of Silicon Valley Bank. Adequate protection would be in the form of replacement liens (excluding avoidance actions and their proceeds), superpriority administrative expense claims (without recourse to avoidance actions or their proceeds), payment of interest at the default rate, payment of lead counsel and local counsel fees and expenses, and financial reporting. Adequate protection payments would be “reapplied to reduce the principal amount of the Prepetition Loan Obligations (or disgorged if all such principal has been repaid in full), as applicable, to the extent that the Court determines that the Prepetition Lender is not entitled to interest, fees and expenses payable pursuant to the Prepetition Credit Documents after the Petition Date under section 506(b) of the Bankruptcy Code.”
The debtor adopted a key employee incentive plan for certain executives and a key employee retention plan for non-executive employees prepetition, for which it says it intends to seek court approval. The adequate protection liens and claims are subject to amounts due under a KEIP/KERP, as well as the carveout.
In addition, subject to the final order, the debtors propose a waiver of the estates’ right to seek to surcharge its collateral pursuant to Bankruptcy Code section 506(c) and the “equities of the case” exception under section 552(b).
The carveout for professional fees is $500,000.
Budget
The proposed budget is HERE.
Milestones
The use of cash collateral is subject to the following milestones:
- Final cash collateral order: Entered within 35 days of petition date
- Obtain letters of intent from proposed purchasers/plan sponsors and file bid procedures motion or plan/disclosure statement: Within 45 days of petition date
- Bid deadline/deadline for financing commitment: Within 75 days of petition date
- Auction: Within 80 days of petition date
- Sale order/Plan financing order: Entered within 85 days of petition date
- Closing of sale/plan financing: Within 88 days of petition date
To the extent that the debtor files a plan in accordance with the milestone above, then the remaining sale milestones would no longer apply.
In addition, the debtor must obtain funding for any costs incurred after 88 days from the petition date from a plan sponsor or other third party, “with such financing either paying the Prepetition Lender in full or junior to the liens, interests and rights of the Prepetition Lender.”
The lien challenge deadline is 60 days after formation for an official creditors’ committee or 75 days after the petition date for other parties in interest. The UCC lien investigation budget is $25,000.
Other Motions
The debtor also filed various standard first day motions, including the following:
- Motion to Establish Trading Procedures
- Sienna seeks to establish trading procedures for its common stock, to be able to object to and prevent transfers if necessary to preserve net operating losses. The debtor estimates that it has (a) federal net operating loss carryovers of approximately $48.8 million (with $25.1 million carrying forward indefinitely and $23.7 million beginning to expire between 2031 and 2037), (b) state net operating loss carryovers of approximately $11.2 million (beginning to expire in 2031) and (c) foreign net operating loss carryovers of approximately $41.3 million (beginning to expire in 2034), along with federal research and development tax credit carryforwards of approximately $2.9 million (expire between 2036 and 2038). These tax attributes may be available to offset future taxable income and are assets of the estate, the motion says.
- Motion to Pay Employee Wages and Benefits
- On an interim basis, the debtor seeks to pay up to $220,000 in compensation and benefit obligations to employees. Sienna incurred approximately $0.8 million and $0.7 million in employee benefits and severance-related costs in connection with January and September workforce reductions, respectively, all of which was paid prepetition.
- Motion to Use Cash Management System
- The company has bank accounts with Silicon Valley Bank, Banca Intermobiliare di Investimenti e Gestioni S.p.A. and ING Luxembourg S.A.
- Motion to Maintain Insurance Programs
- Motion to Pay Taxes and Fees
- The debtor says that, as of the petition date, the debtor believes that there are no taxes and fees that will become due and payable in the ordinary course of business in the next 30 days.
- Motion to Provide Utilities with Adequate Assurance
- Motion to File Portions of Certain Required Documents Under Seal
- Application to Appoint Epiq as Claims Agent
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