Form 8-K - Current report
16 8월 2023 - 5:55AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 15, 2023
ALIMERA SCIENCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-34703 | | 20-0028718 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
6310 Town Square, Suite 400 Alpharetta, Georgia | | 30005 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (678) 990-5740
Not Applicable |
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value per share | ALIM | The Nasdaq Stock Market LLC (Nasdaq Global Market) |
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 o
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. o
Item 3.02 Unregistered Sales of Equity Securities.
The description of the issuance of Common Stock and the Pre-Funded Warrants upon the Mandatory Conversion (each as defined herein) set forth in Item 3.03 below is incorporated by reference into this Item 3.02.
Item 3.03. Material Modification to Rights of Security Holders.
As previously disclosed, the Certificate of Designation of Series B Convertible Preferred Stock (as amended, the “Certificate of Designation”) of Alimera Sciences, Inc. (the “Company”) provided that the Company’s Series B Convertible Preferred Stock (the “Series B Preferred”) (including any accrued but unpaid dividends) would automatically convert at the then-applicable conversion price (the “Mandatory Conversion”) in full into the Company’s common stock (the “Common Stock”) and pre-funded common stock warrants (the “Pre-Funded Warrants”) following approval by the Company’s stockholders of the issuance of shares of Common Stock upon conversion of the Series B Preferred and the issuance of shares of Common Stock upon exercise of certain warrants (such approval, the “Stockholder Approval”). Stockholder Approval was received at the Company’s 2023 annual meeting of stockholders held on August 1, 2023, and the Company designated August 15, 2023 as the date for Mandatory Conversion.
In connection with the Mandatory Conversion, on August 15, 2023, the Company issued 43,617,114 shares of Common Stock, and Pre-Funded Warrants exercisable for 2,000,000 shares of Common Stock, to holders of Series B Preferred. Immediately following Mandatory Conversion, as of August 15, 2023, the Company had outstanding (i) 52,418,841 shares of Common Stock, (ii) 2,000,000 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, and (iii) 1,600,000 shares of Common Stock issuable upon exercise of certain warrants (the “Warrants”) which are exercisable upon the earlier of (a) a change of control of the Company (as defined in the Purchase Agreement, as defined below) and (b) March 24, 2024.
Following the Mandatory Conversion, on August 15, 2023, the Company filed a certificate of elimination (the “Certificate of Elimination”) to the Certificate of Designation with the Secretary of State of the State of Delaware. The Certificate of Elimination is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.01. Changes in Control of Registrant.
As previously disclosed, pursuant to the Securities Purchase Agreement by and among the Company and the purchasers party thereto, dated as of March 24, 2023 (as amended, the “Purchase Agreement”), for so long as each of Velan Capital Master Fund LP and an affiliate (collectively, “Velan”) and a fund and accounts managed by Caligan Partners LP (collectively, “Caligan”) holds 50% or more of the shares of Common Stock such investor and its affiliates acquired pursuant to the Purchase Agreement (calculated on an as-converted basis based on the applicable conversion price), such investor and its affiliates shall have the right to designate two directors for election to the Board of Directors (the “Board”) of the Company. Notwithstanding the foregoing, if any such investor’s ownership position in the Company is materially reduced, whether through sales by such investor or additional issuances by the Company, such right shall be concomitantly reduced in any year if required by applicable Nasdaq listing rules. Each of Velan and Caligan acquired the securities issued pursuant to the Purchase Agreement for an aggregate purchase price of $23.5 million and $28.5 million, respectively.
Following Mandatory Conversion, the Company believes that Velan holds, directly or indirectly, approximately 26% of the Common Stock and Caligan holds, directly or indirectly, approximately 32% of the Common Stock. Each of Velan and Caligan also holds 800,000 shares of Common Stock underlying Warrants. Based on the respective share ownership and Board designation rights held by each of Velan and Caligan and their respective affiliates, a change of control of the Company may have been deemed to occur in connection with the Mandatory Conversion.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 above is incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 hereunto duly authorized.
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| ALIMERA SCIENCES, INC. |
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Dated: August 15, 2023 | By: | /s/ Russell L. Skibsted |
| Name: | Russell L. Skibsted |
| Title: | Chief Financial Officer |
CERTIFICATE OF ELIMINATION OF
SERIES B CONVERTIBLE PREFERRED STOCK,
PAR VALUE $0.01 PER SHARE, OF
ALIMERA SCIENCES, INC.
Pursuant to Section 151(g) of the
Delaware General Corporation Law
Alimera Sciences, Inc. (the “Company”), a corporation organized and existing under the laws of the State of Delaware, certifies as follows:
FIRST: By a Certificate of Designation filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on March 24, 2023 (as amended, the “Certificate of Designation”), the Company authorized the issuance of a series of preferred stock consisting of 78,617 shares, par value $0.01 per share, designated as the Series B Convertible Preferred Stock (the “Series B Preferred Stock”), and established the designations and the voting and other powers, preferences and rights, and qualifications, limitations and restrictions thereof.
SECOND: None of the authorized shares of Series B Preferred Stock are outstanding and none will be issued pursuant to the Certificate of Designation.
THIRD: Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”) and the authority vested in the Board of Directors by the Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Board of Directors adopted resolutions approving the elimination of the Series B Preferred Stock, in substantially the form set forth herein:
NOW THEREFORE, BE IT RESOLVED, that the Board has determined that no shares of Series B Preferred Stock are outstanding and none will be issued pursuant to the Certificate of Designation previously filed with the Secretary of State; and
RESOLVED FURTHER, that the Chief Executive Officer of the Company is authorized, empowered and directed in accordance with Section 103 and Section 151(g) of DGCL, to file with the Secretary of State a certificate or certificates, eliminating from the Restated Certificate of Incorporation, as amended, of the Company all matters set forth in the Certificate of Designation with respect to the Series B Preferred Stock.
FOURTH: Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series B Preferred Stock in the Certificate of Incorporation, are hereby eliminated, and the authorized shares of Series B Preferred Stock are hereby returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be executed by its duly authorized officer as of this 15th day of August, 2023.
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ALIMERA SCIENCES, INC.
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By: /s/ Richard S. Eiswirth, Jr.
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Name: Richard S. Eiswirth, Jr.
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Title: President and Chief Executive Officer
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v3.23.2
Document and Entity Information
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Aug. 15, 2023 |
Document and Entity Information [Abstract] |
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Document Type |
8-K
|
Document Period End Date |
Aug. 15, 2023
|
Entity Registrant Name |
ALIMERA SCIENCES, INC.
|
Entity Incorporation, State or Country Code |
DE
|
Entity File Number |
001-34703
|
Entity Tax Identification Number |
20-0028718
|
Entity Address, Address Line One |
6310 Town Square
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Entity Address, Address Line Two |
Suite 400
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Entity Address, City or Town |
Alpharetta
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Entity Address, State or Province |
GA
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30005
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City Area Code |
678
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Local Phone Number |
990-5740
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Title of 12(b) Security |
Common Stock, $0.01 par value per share
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Trading Symbol |
ALIM
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Security Exchange Name |
NASDAQ
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