MIRAMAR LABS, INC. (Name of Subject Company (issuer))

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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MIRAMAR LABS, INC. (Name of Subject Company (issuer)) DESERT ACQUISITION CORPORATION a wholly owned subsidiary of SIENTRA, INC. (Names of Filing Persons (offerors)) Common Stock, par value $0.001 per share (Title of Class of Securities) The CUSIP number for Common Stock is (CUSIP Number of Class of Securities) Jeffrey Nugent Chairman and Chief Executive Officer Sientra, Inc. 420 South Fairview Avenue, Suite 200 Santa Barbara, California (805) Copies to: C. Thomas Hopkins Jamie Leigh Cooley LLP nd Street, Suite 400 Santa Monica, California (310) (Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

2 CALCULATION OF FILING FEE Transaction valuation Amount of filing fee* N/A* N/A* * Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing because it relates solely to preliminary communications made before the commencement of a tender offer. Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A Form of Registration No.: N/A Date Filed: N/A Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: third-party tender offer subject to Rule 14d-1. issuer tender offer subject to Rule 13e-4. going-private transaction subject to Rule 13e-3. amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. This filing relates solely to preliminary communications made before the commencement of a tender offer by Desert Acquisition Corporation, a Delaware corporation ( Purchaser ), and wholly-owned subsidiary of Sientra, Inc., a Delaware corporation ( Parent ), for all of the outstanding common stock of Miramar Labs, Inc., a Delaware corporation ( Miramar ), to be commenced pursuant to the Agreement and Plan of Merger, dated as of June 11, 2017, among Parent, Purchaser and Miramar.

3 EXHIBIT INDEX Exhibit Number Description 99.1 Sientra, Inc. Slide Presentation for Investor Conference Call held by Sientra, Inc. on June 12, 2017

4 Miramar Labs, Inc. Acquisition June 2017 Exhibit 99.1

Forward-looking by statistical the American and other Institute Statements industry of Certified data & Disclaimer generated Public This by Accountants independent presentation or parties the

5 Forward-looking by statistical the American and other Institute Statements industry of Certified data & Disclaimer generated Public This by Accountants independent presentation or parties the contains Public and "forward-looking contained Company Accounting this statements" presentation Oversight within and, Board accordingly, the meaning for preparation it of cannot Section and guarantee 27A presentation of their Securities accuracy of financial Act or projections. completeness. of 1933, as amended, This In information addition, and Section projections, is not 21E fact assumptions of and the should Securities not and be estimates Exchange relied upon of Act its as of future being 1934, performance necessarily as amended, indicative and relating the future of to, future among performance results; other things, the of the projections the industries future were performance in which prepared it operates of in Sientra good are faith that necessarily by are management based subject on management's and to a are high based degree current on of numerous uncertainty assumptions assumptions and risk expectations that due may to a variety prove of future to of be factors. events wrong. and In Important addition, trends and factors the involve industry that risks may in which and affect uncertainties. we actual operate results Forward-looking is subject and cause to a the high projections statements degree of include, to uncertainty not be but achieved are and not risk include, limited due to to, variety but statements are not of factors, limited regarding including to, risks Sientra's and those uncertainties ability described to successfully in relating the Risk to commercialize the Factors company section and its products, other of factors Company s market described acceptance Annual under Report of Risk its on products, Factors Form 10-K the sections planned and Quarterly of the acquisition Company s Reports of Miramar on Annual Form Report Labs, 10-Q Inc. or on Current Form which 10-K Reports is the and subject on Quarterly Form of this 8-K. Reports presentation These and Form and other 10-Q the factors success Current could thereof, cause Reports market results on opportunities Form to differ 8-K materially and and Forward-Looking ability from to those achieve expressed Statements. expected in the growth, The estimates projections sales made and financial by also the reflect independent results, assumptions the parties Company s as and to certain by continued Sientra. business efforts Undue decisions to reliance secure that should a are stable subject not manufacturing be to placed change. on supply As the a forward-looking result, chain actual that ensures results statements uninterrupted may differ this materially release, access to which from its breast those are based implant contained products, information the estimates. and available the experience Accordingly, to the Company of tis there aesthetics can on be sales no date assurance force hereof, are and that subject except the estimates to to risks the and extent will uncertainties. be required realized. by Management The law, Company's Sientra is assumes using business, non-gaap strategy, obligation financial operations to update measures or such financial statements. this performance, presentation and because actual it considers results may them differ to be materially important from supplemental those predicted measures or implied of the Company s and reported performance. results should Non-GAAP not be considered financial as measures an indication should of be our considered future performance. in addition There to, not can as be a substitute no assurance for, net that income, the acquisition total debt of Polytech or other financial will be completed measures prepared as currently in accordance contemplated, with or GAAP. at all. In The addition, Company s there methods can be no of assurance determining that these intended non-gaap benefits financial of the acquisition, measures may including differ from any projected the methods pro used forma by operating other companies results, will for these be realized or similar on the non-gaap timetable financial currently measures. estimated, Accordingly, at all. All these statements non-gaap other financial than statements measures of may historical not be fact comparable are forward-looking to measures statements. used by other The companies. words ''believe,'' This ''may,'' presentation ''might,'' also ''could,'' contains ''will,'' estimates ''aim,'' and ''estimate,'' other statistical ''continue,'' data ''anticipate,'' made by independent ''intend,'' ''expect,'' parties and ''plan,'' by the or the Company negative relating of those to terms, market and size similar and growth expressions and other that industry convey uncertainty data. This presentation of future events also or contains outcomes estimates are intended and information to identify from estimates, the management projections of and Polytech other forward-looking relating to market statements. position and This financial presentation data. includes These data estimated involve projections a number of assumptions future operating and limitations, results. These and projections you are cautioned were not not prepared to give in undue accordance weight to with such published estimates. guidelines The Company of the has SEC not or independently the guidelines verified established the

6 Becoming a Global Diversified Aesthetics Company Novel technology Only FDA approved product to reduce sweat, odor and hair of all color Highly efficacious with compelling clinical results and ~90% patient satisfaction Highly regarded by Key Opinion Leaders across all aesthetic specialties Meaningfully expands Total Addressable Market Fast growing aesthetic segment Addressable market of over 15 million patients in the US Expands global distribution platform Cross selling opportunities through both sales force account intros Adds new physician specialty call points Immediately revenue accretive at attractive valuation Meaningfully accretive to full year 2018 revenues Achieve positive cash flow faster as a combined company High margin consumables >40% of revenue

Sientra U.S. Breast Business Mix Vision for the New Sientra a Broad Aesthetics Play Operating Room Focus Procedure Room Focus 33 Plastic Surgery Consultants

7 Sientra U.S. Breast Business Mix Vision for the New Sientra a Broad Aesthetics Play Operating Room Focus Procedure Room Focus 33 Plastic Surgery Consultants 5 Multi Specialty Consultants 7 Capital Sales Reps 9 Practice Development Managers 100% Plastics Derms Other Board Certified Plastics Miramar U.S. Business Mix

Miramar Labs: Highly Attractive Asset Proven commercial track record with over 90,000 treatments performed to date Highly profitable for physician practice Global commercial footprint with over 900

8 Miramar Labs: Highly Attractive Asset Proven commercial track record with over 90,000 treatments performed to date Highly profitable for physician practice Global commercial footprint with over 900 systems sold through Q117 ~400 US & ~500 International 2016 revenue of ~$20M, up 19% YoY +20% CAGR ( ) Further opportunities to grow business Deploying proven marketing tactics Enhancing treatment protocol Investing in sales force & commercial tools

9 Product Overview: miradry The ONLY non-invasive treatment FDA cleared for reduction of underarm: Simple, safe, effective Affordable to patients No significant competition Strong IP position Hair of all colors Odor Sweat

10 Handpiece is placed on top of the skin and vacuum is activated. Microwave energy is delivered into the skin and reflected back to energy source. Surface cooling protects the skin while heat destroys sweat, odor and hair. How Microwave Technology & miradry Work Skin tightening (skin laxity, wrinkles, etc.) Hair outside axilla (face, back, legs, upper lip, bikini) Acne (sebaceous glands) Sweat Glands outside axilla (hands, feet, groin, back) Fat reduction (adipose cells) Odor Glands

Botox Laser / Radio Frequency Surgery INDICATIONS Sweat, Odor & Hair Sweat Sweat Sweat # OF OFFICE VISITS 1 Repeat every 4-6 months 1 1 DELIVERY Non-invasive vacuum applicator 25+ injections/ side

11 Botox Laser / Radio Frequency Surgery INDICATIONS Sweat, Odor & Hair Sweat Sweat Sweat # OF OFFICE VISITS 1 Repeat every 4-6 months 1 1 DELIVERY Non-invasive vacuum applicator 25+ injections/ side Invasive/delivery via cannula Surgery PHYSICIAN DEPENDENT No Yes Yes Yes PROCEDURE COST ~$2,000 ~$1,200/annually ~$3,000 $7,500 + PROCEDURE LENGTH 1.0 to 1.5 hours 1 hour 1 hour 1 hour Product Comparison Attributes

Doolittle J, Walker P, Mills T, Thurston J. Hyperhidrosis: an update on prevalence and severity in the United States. Arch Dermatol Res. 2016;308:743-749.

12 Doolittle J, Walker P, Mills T, Thurston J. Hyperhidrosis: an update on prevalence and severity in the United States. Arch Dermatol Res. 2016;308: Significant Market Opportunity1 The market for sweat controlling products is large and highly underpenetrated ~5M patients in the U.S. with axillary sweating are not at all satisfied or only slightly satisfied with current products 15M Seeking sweat control options 10M Axillary (underarm) 5M Severe sweating

13 The miradry treatment has maintained a 90% plus patient satisfaction rating on realself.com for the last 2 years June 2017 High Patient Satisfaction for Sweat, Odor and Hair 100% of patients no longer bothered by sweat at 24 months1 Percent of subjects without problematic odor1 Average hair reduction2 Lupin M. et. al. Dermatol Surg 2014; 40: ASLMS 2015 Brauer mira Strong Clinical Data Over 10 clinical studies, 5 white papers & 7 peer reviewed papers

14 Miramar Sales Performance ($ in MM) +20% $ $ $ $

Proven Sales & Execution Playbook Revised marketing in Int l markets Initiate potential bundling opportunities Expand US consumable sales team Execute

15 Proven Sales & Execution Playbook Revised marketing in Int l markets Initiate potential bundling opportunities Expand US consumable sales team Execute proven marketing playbook SFDC - predictability of capital pipeline Expand US capital sales team Cross selling opportunities for Sientra/Miramar

Opportunity to Improve Execution with Disciplined Commercial Approach Execution Improvement Opportunities Enhance Treatment Protocol PDM and rep training Physician and staff training miradry

16 Opportunity to Improve Execution with Disciplined Commercial Approach Execution Improvement Opportunities Enhance Treatment Protocol PDM and rep training Physician and staff training miradry University Deploy Marketing Tactics Build brand awareness Co-op advertising Digital/social media Optimized Sales Force Efforts Increase clinical and sales training Ensure outstanding clinical outcomes Increase investment in sales & marketing

Deal Structure and Financing Tender offer and second step merger Sientra to acquire all of the outstanding shares of Miramar s common stock for $20M in up front cash plus the contractual right to

17 Deal Structure and Financing Tender offer and second step merger Sientra to acquire all of the outstanding shares of Miramar s common stock for $20M in up front cash plus the contractual right to receive contingent payments of up to $14M in cash as follows: $20 million cash upon closing $7 million cash upon $50 million in cumulative sales $7 million cash upon $80 million in cumulative sales Anticipate ~$2.5M in deal expenses Expected mid-july close Cash and cash equivalents of $58.8M as of 3/31/2017 Approximately $57M as of 5/31/17 Securing $50M credit facility accessible in tranches Closing - $25M PMA Supplement Approval - $10M $75M cumulative revenue - $5M Revolver of $10M replaces existing $15M revolver

18 Financial Expectations Revenue Accretion Expectations Expect $8M - $10M in revenue for 2H17 Meaningfully accretive to total revenue growth in 2018 Cross selling through sales force account intros Deploy proven marketing playbook Cost Synergy Expectations Modest public company cost synergies in 2018 Allows Sientra to achieve cash flow breakeven faster than as a standalone company Larger revenue base High margin consumables

19 Questions and Answers

Miramar Labs, Inc. Acquisition. June 2017

Miramar Labs, Inc. Acquisition June 2017 Forward-looking Statements & Disclaimer This presentation contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933,