ALIMERA SCIENCES, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-09-16: Form 8-K; Period of report 2024-09-16; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2024-09-11: Form 8-K; Period of report 2024-09-11; Description 8.01 Other Events; Details 8.01.
- 2024-09-10: Form 8-K; Period of report 2024-09-04; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; Details 5.02.
- 2024-09-10: Form 8-K; Period of report 2024-09-10; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-09-16 | 8-K | 2024-09-16 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 Effective as of September 16, 2024, and contingent upon the consummation of the Merger, the Company terminated the Company’s 2010 Employee Stock Purchase Plan, as amended. 2.01 The information set forth in the Introduction to this Current Report on Form 8-K (the “Introduction”) is incorporated into this Item 2.01 by reference. 3.01 The information set forth in the Introduction and under Item 2.01 is incorporated herein by reference. 3.03 The information set forth in the Introduction and under Item 2.01, Item 3.01 and Item 5.01 is incorporated herein by reference. 5.01 The information set forth in the Introduction is incorporated in this Item 5.01 by reference. 5.02 The information set forth under Item 2.01 is incorporated herein by reference. 5.03 The information set forth in the Introduction and under Item 2.01 is incorporated herein by reference. 8.01 At the Effective Time, Parent entered into a contingent value rights agreement (the “CVR Agreement”) with a rights agent (the “Rights Agent”), pursuant to which each holder of Company Common Stock, as well as holders of Company warrants, Company Options, Company PSUs, Company RSAs and Company RSUs, may become entitled to contingent cash payments per CVR (each, a “Milestone Payment”), such payments being contingent upon, and subject to, the achievement of: (i) $140.0 million in net revenue (the “2026 Milestone”) on third party sales of ILUVIEN® and YUTIQ® for Parent’s 2026 fiscal year (the “2026 Net Revenue”) and/or (ii) $160.0 million in net revenue (the “2027 Milestone” and together with the 2026 Milestone, the “Milestones”) on third party sales of ILUVIEN® and YUTIQ® for Parent’s 2027 fiscal year (the “2027 Net Revenue”). | tm2424081d1_8k.htm |
| 2024-09-11 | 8-K | 2024-09-11 | 8.01 Other Events | 8.01 On September 11, 2024, Alimera Sciences, Inc. issued a press release (the “Press Release”). | tm2422910d5_8k.htm |
| 2024-09-10 | 8-K | 2024-09-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On September 6, 2024, Alimera Sciences, Inc. (the “Company”) amended the employment agreements (collectively, the “Amendments”) of each of Richard S. Eiswirth, Jr., Elliot Maltz, Jason Werner and Todd Wood to provide each such executive a make-whole tax reimbursement payment in respect of any excise taxes incurred by such executive under Section 4999 of the Internal Revenue Code that are triggered as a result of the consummation of the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 21, 2024, as may be amended from time to time, among the Company, ANI Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and ANIP Merger Sub INC., a Delaware corporation and wholly owned indirect subsidiary of Parent (“Merger Sub”). 5.07 The Company held a special meeting of stockholders virtually on September 4, 2024 at 9:00 a.m., Eastern Time (the “Special Meeting”). | tm2422910d3_8k.htm |
| 2024-09-10 | 8-K | 2024-09-10 | 8.01 Other Events | 8.01 On September 10, 2024, Alimera Sciences, Inc. issued a press release (the “Press Release”). | tm2422910d4_8k.htm |
| 2024-08-06 | 8-K | 2024-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2024, Alimera issued a press release regarding its results of operations and financial condition for the three and six months ended June 30, 2024 as well as recent corporate highlights. | alim20240522_8k.htm |
| 2024-07-23 | 8-K | 2024-07-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | alim20240723_8k.htm |
| 2024-06-24 | 8-K | 2024-06-19 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2417734d2_8k.htm |
| 2024-06-24 | 8-K | 2024-06-21 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 7.01 On June 24, 2024, the Company and Parent issued a press release announcing the entry of the Company and Parent into the Merger Agreement. 8.01 In connection with the Merger, JPMorgan Chase Bank, N.A. and Blackstone Credit & Insurance (the “Lenders”) have committed to provide debt financing for the transaction in an aggregate principal amount equal to $280.0 million, on the terms and subject to the conditions set forth in a commitment letter, dated June 21, 2024 (the “Debt Commitment Letter”). | tm2417734d1_8k.htm |
| 2024-05-14 | 8-K | 2024-05-14 | 2.02 Results of Operations and Financial Condition | 2.02 On May 14, 2024, Alimera issued a press release regarding its results of operations and financial condition for the three months ended March 31, 2024 as well as recent corporate highlights. | alim-20240514x8k.htm |
| 2024-03-07 | 8-K | 2024-03-06 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition | 1.01 Entry into a Material Definitive Agreement. 2.02 On March 7, 2024, Alimera issued a press release regarding its results of operations and financial condition for the fourth quarter and full year ended December 31, 2023 as well as recent corporate highlights. | alim-20240306x8k.htm |
| 2024-02-09 | 8-K | 2024-02-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 8, 2024, upon recommendation of the Compensation Committee of the Board of Directors (the “Board”) of Alimera Sciences, Inc. (the “Company”), the Board approved and adopted the 2024 Equity Inducement Plan (the “Equity Inducement Plan”), and subject to the adjustment provisions of the Equity Inducement Plan, reserved 800,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for issuance of equity awards under the Equity Inducement Plan. | alim-20240208x8k.htm |
| 2024-01-04 | 8-K | 2023-12-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 28, 2023, Alimera Sciences, Inc., a Delaware corporation (the “Company”), determined that Russell Skibsted’s last day of employment as the Chief Financial Officer of the Company was December 31, 2023. | tm241885d1_8k.htm |