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Filing Details

Accession Number:: 0000921895-23-001299
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-05-19 17:17:26
Reporting Period:: 2023-05-17

Accepted Time:: 2023-05-19 17:17:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1267602	Alimera Sciences Inc	ALIM	Pharmaceutical Preparations (2834)	200028718

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1964335	Adam Morgan	6310 Town Square, Suite 400 Alpharetta GA 30005		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2023-05-17	1,401,901	$1.70	1,659,654	No	4	P	Indirect	By Velan Capital Master Fund LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Velan Capital Master Fund LP

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B Convertible Preferred Stock	Acquisiton	2023-05-17	8,117	$0.00	0	$1.70
Common Stock	Warrants	Disposition	2023-05-17	2,057,143	$0.00	800,000	$2.10
Common Stock	Series B Convertible Preferred Stock	Acquisiton	2023-05-17	7,000	$0.00	0	$1.70

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,117		No	4	P	Indirect
800,000	2030-03-24	No	4	J	Indirect
7,000		No	4	P	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Series B Convertible Preferred Stock	$2.10			0	6,000	Indirect
Common Stock	Stock Option (Right to Buy)	$1.85		2033-03-23	1,825	1,825	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	0	6,000	Indirect
2033-03-23	1,825	1,825	Direct

Footnotes

Securities owned directly by Velan Capital Master Fund LP ("Velan Master"). Mr. Morgan, as a managing member of each of Velan Capital Holdings LLC, the general partner of Velan Master, and Velan Capital Management LLC, the general partner of the investment manager of Velan Master, may be deemed to beneficially own the securities owned directly by Velan Master. Mr. Morgan disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that Mr. Morgan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Securities owned directly by Velan Capital SPV I LLC ("Velan SPV"). Mr. Morgan, as a managing member of each of Velan Capital Holdings LLC, the managing member of Velan SPV, and Velan Capital Management LLC, the general partner of the investment manager of Velan SPV, may be deemed to beneficially own the securities owned directly by Velan SPV. Mr. Morgan disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that Mr. Morgan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Velan Master purchased 8,117 shares of Series B Convertible Preferred Stock of the Issuer (the "Series B Preferred Stock") and Velan SPV purchased 7,000 shares of the Series B Preferred Stock in the Tranche 2 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "SPA") and the Certificate of Designation of the Series B Preferred Stock (as amended, the "Certificate of Designation"). The initial conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70, subject to customary adjustment, including certain anti-dilution adjustments (the "Tranche 2 Conversion Price"). Therefore, the amounts reported in this Form 4 are subject to change. The Series B Preferred Stock has no stated maturity.
Pursuant to the terms of the SPA, prior to the conclusion of the Company Stockholders Meeting (as defined in the SPA), the Series B Preferred Stock is not convertible into shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") or any other security of the Issuer. If stockholder approval of the transaction is obtained, the Issuer will designate a business day no later than ten business days following such vote as the date for the conversion (the "Mandatory Conversion") of all, but not less than all, of the outstanding shares of Series B Preferred Stock into shares of Common Stock at the applicable conversion price, upon which such Mandatory Conversion will occur automatically. (Continued in Footnote 5)
If stockholder approval is not obtained at the Company Stockholders Meeting, following conclusion of such meeting, each share of Series B Preferred Stock shall be convertible, at the option of the holder, into shares of Common Stock at the applicable conversion price; provided such conversion cannot exceed the Change of Control Cap, the Exchange Cap or the Acquisition Cap, each as defined in the Certificate of Designation, or 9.99% of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion (such limitation, the "Ownership Limitation").
As previously disclosed in the Reporting Person's Section 16 filings with respect to the Issuer, Velan Master purchased 6,000 shares of Series B Preferred Stock and warrants to purchase 2,857,143 shares of Common Stock of the Issuer (the "Warrants") in the Tranche 1 Closing (as defined below) pursuant to the terms of the SPA, the Certificate of Designation, and the Warrant to Purchase Shares of Common Stock of the Issuer, dated March 24, 2023.
On May 17, 2023, the Issuer entered into a Joinder and Amendment to the SPA (the "SPA Amendment") with Velan Master and Velan SPV and the other purchasers identified on the signature pages thereto. The SPA Amendment provided for, among other things, the reduction in the number of shares underlying the Warrants issued at the Tranche 1 Closing to Velan Master from 2,857,143 shares to 800,000 shares (instead 500,000 shares, as originally contemplated by the SPA). The other terms of the Warrants remained unchanged.
The Warrants have an exercise price equal to the Tranche 1 Conversion Price of $2.10 (subject to adjustment as provided therein) and expire upon the earlier of March 24, 2030 (seven years from the date of the Tranche 1 Closing) and a change of control of the Issuer. The Warrants are exercisable on or after the earlier of (a) immediately prior to a change of control of the Issuer and (b) March 24, 2024; provided that prior to stockholder approval at the Company Stockholders Meeting, exercise of the Warrants is subject to the Ownership Limitation, the Change of Control Cap and the Exchange Cap.
The initial conversion price of the Series B Preferred Stock issued on March 24, 2023 (the "Tranche 1 Closing") was $2.10, subject to customary adjustment, including certain anti-dilution adjustments (the "Tranche 1 Conversion Price"). Therefore, the amounts reported in this Form 4 are subject to change. The Series B Preferred Stock has no stated maturity.
The closing price for the Common Stock on the Nasdaq Global Market on March 27, 2023, the first trading day after the grant of options.
Options vest monthly and become exercisable in equal monthly installments beginning on April 12, 2023 and ending on July 12, 2023, with the final installment adjusted as necessary to avoid any fractional shares in any installment.