Alimera Sciences (ALIM) director Morgan bought 1,401,901 shares for $2.38M at $1.70

Insider transactions reported

Adam Morgan (director at Alimera Sciences Inc., ALIM) reported that they bought 1,401,901 shares for $2.38M at $1.70 on May 17, 2023. After these transactions the filing shows 1,659,654 shares held indirectly (By Velan Capital Master Fund LP).

Reporting person

Morgan Adam

Options and other derivatives

Holdings before and after

• Common Stock: 257,753 to 1,659,654 indirect, By Velan Capital Master Fund LP
• Series B Convertible Preferred Stock: 0 to 8,117 indirect, By Velan Capital Master Fund LP
• Warrants: 2,857,143 to 800,000 indirect, By Velan Capital Master Fund LP
• Series B Convertible Preferred Stock: 0 to 7,000 indirect, By Velan Capital SPV I LLC

Footnotes from the filing

1. 1. 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.
2. 2. 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.
3. 3. 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.
4. 4. 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)
5. 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 ).
6. 6. 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.
7. 7. 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.
8. 8. 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.
9. 9. 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.
10. 10. 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.
11. 11. 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.

Transaction codes in this filing

Open-market purchase:

Code P marks a purchase in the open market or a private deal. The insider paid for these securities.

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