ALIMERA SCIENCES, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-12-12: Form 8-K; Period of report 2023-12-11; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2023-11-08: Form 8-K; Period of report 2023-11-07; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2023-10-26: Form 8-K; Period of report 2023-10-26; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2023-10-03: Form 8-K; Period of report 2023-10-02; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-12-12 | 8-K | 2023-12-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 11, 2023 (the “Effective Date”), Alimera Sciences, Inc., a Delaware corporation (the “Company”), entered into an Amended and Restated Employment Agreement with Richard S. Eiswirth, Jr. (the “A&R Employment Agreement”), pursuant to which Mr. Eiswirth will continue to serve as the Company’s President and Chief Executive Officer. | alim-20231211x8k.htm |
| 2023-11-08 | 8-K | 2023-11-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Pursuant to the previously disclosed Securities Purchase Agreement by and between Alimera Sciences, Inc. (the “Company”) and the purchasers party thereto, dated as of March 24, 2023 (as amended, the “Purchase Agreement”) Velan Capital Master Fund LP and Velan Capital SPV I LLC (collectively, “Velan”) has nominated Margaret Pax to the Company’s board of directors (the “Board”) as a designee of Velan. | alim-20231107x8k.htm |
| 2023-10-26 | 8-K | 2023-10-26 | 2.02 Results of Operations and Financial Condition | 2.02 On October 26, 2023, Alimera Sciences, Inc. (“Alimera”) issued a press release regarding its results of operations and financial condition for the three and nine months ended September 30, 2023 as well as recent corporate highlights. | alim-20231026x8k.htm |
| 2023-10-03 | 8-K | 2023-10-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On October 3, 2023, Alimera Sciences, Inc. (“Alimera” or the “Company”) announced its Board of Directors (the “Board”) appointed Jason Werner, 45, as the Company’s chief operating officer (the “COO Appointment”), effective October 2, 2023 (the “Effective Date”). 7.01 On October 3, 2023, the Company issued a press release announcing the changes in its executive leadership. | alim-20231002x8k.htm |
| 2023-08-15 | 8-K | 2023-08-15 | 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.02 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. 3.03 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”). 5.01 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. 5.03 The information set forth in Item 3.03 above is incorporated by reference into this Item 5.03. | alim-20230815x8k.htm |
| 2023-08-10 | 8-K | 2023-08-10 | 2.02 Results of Operations and Financial Condition | 2.02 On August 10, 2023, Alimera Sciences, Inc. (“Alimera”) issued a press release regarding its results of operations and financial condition for the three and six months ended June 30, 2023 as well as recent corporate highlights. | alim-20230810x8k.htm |
| 2023-08-02 | 8-K | 2023-08-01 | 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 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; 8.01 Other Events | 3.02 The description of the issuance of the Pre-Funded Warrants (as defined herein) set forth in Item 3.03 below is incorporated by reference into this Item 3.02. 3.03 On August 1, 2023, Alimera Sciences, Inc. (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”) to the Certificate of Designation of Series B Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware. 5.02 As previously disclosed, pursuant to the Securities Purchase Agreement by and between the Company and the purchasers party thereto, dated as of March 24, 2023 (as amended, the “Purchase Agreement”), Caligan Partners LP and its affiliates (“Caligan”) had the right to designate one director for election to the Company’s Board of Directors (the “Board”), effective upon Stockholder Approval. 5.07 On August 1, 2023, the Company held the Annual Meeting. 8.01 As a result of the receipt of Stockholder Approval, as provided in the Certificate of Designation, as amended, the Company has designated August 15, 2023 as the date for Mandatory Conversion. | alim-20230801x8k.htm |
| 2023-06-29 | 8-K | 2023-06-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously reported, pursuant to that certain Securities Purchase Agreement, dated March 24, 2023, by and among Alimera Sciences, Inc. (“Alimera” or the “Company”) and the purchasers party thereto, as amended (the Purchase Agreement”), at its 2023 annual meeting of stockholders, Alimera will solicit stockholder approval of the issuance of common stock upon conversion of the Series B Convertible Preferred Stock and warrants issued pursuant to the Purchase Agreement in excess of the limitations set forth in the Certificate of Designation of Series B Convertible Preferred Stock, as amended (such approval, the “Stockholder Approval”). | alim-20230628x8k.htm |
| 2023-06-09 | 8-K | 2023-06-07 | 8.01 Other Events | 8.01 As previously disclosed, on March 23, 2023, Alimera Sciences, Inc. (the “Company”) received a notice from The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rules requiring the Company to maintain a minimum of $15 million market value of its publicly held shares (“MVPHS”) for continued listing on the Nasdaq Global Market, nor was it in compliance with either of the alternative listing standards. | alim-20230607x8k.htm |
| 2023-05-18 | 8-K | 2023-05-16 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 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 | 1.01 Entry into a Material Definitive Agreement. 2.01 The information set forth in Item 1.01 is incorporated herein by reference. 3.02 The information set forth in Item 1.01 is incorporated herein by reference. 3.03 The information disclosed in Item 1.01 and Item 5.03 is incorporated herein by reference. 5.02 In connection with the appointment of one additional director by Velan pursuant to the Purchase Agreement Amendment, and as described under Item 1.01, Garheng Kong, M.D., Ph.D. resigned from the Board effective as of the Tranche 2 Closing on May 17, 2023. 5.03 In connection with the Tranche 2 Closing, on May 16, 2023, Alimera filed the Certificate of Amendment with the Secretary of State of the State of Delaware authorizing the additional shares of Series B Preferred Stock and the changes to such series described in Item 1.01. 8.01 On May 18, 2023, Alimera issued a press release announcing the Transaction, the Tranche 2 Closing and the Amendment. | alim-20230516x8k.htm |
| 2023-05-15 | 8-K | 2023-05-15 | 2.02 Results of Operations and Financial Condition | 2.02 On May 15, 2023, Alimera Sciences, Inc. (“Alimera”) issued a press release regarding its results of operations and financial condition for the three months ended March 31, 2023 as well as recent corporate highlights. | alim-20230515x8k.htm |
| 2023-03-31 | 8-K | 2023-03-31 | 2.02 Results of Operations and Financial Condition | 2.02 On March 31, 2023, Alimera Sciences, Inc. (“Alimera”) issued a press release (the “Press Release”) and is holding a conference call regarding its results of operations and financial condition for the year ended December 31, 2022 as well as recent corporate highlights. | alim-20230331x8k.htm |
| 2023-03-27 | 8-K | 2023-03-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 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 | 1.01 On March 24, 2023, Alimera Sciences, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with (i) Velan Capital Master Fund LP (“Velan”) and (ii) a fund and accounts managed by Caligan Partners LP (“Caligan” and collectively with Velan, the “Investors”) for the sale of up to 27,000 shares of the Company’s newly designated Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred”) and warrants (the “Warrants”) to purchase up to 5,714,286 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for an aggregate purchase price of up to $27.0 million in two tranches (collectively, the “Transactions”), in each case, subject to the terms and conditions set forth in the Purchase Agreement. 2.03 The information disclosed in Item 1.01 is incorporated herein by reference. 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing rule or Standard; Transfer of Listing. 3.02 The information disclosed in Item 1.01 is incorporated herein by reference. 3.03 The information disclosed in Item 1.01 and Item 5.03 is incorporated herein by reference. 5.02 Pursuant to the Purchase Agreement, and as described under Item 1.01, Jim Largent and Roger Sawhney, M.D. resigned from the Board effective as of the Tranche 1 Closing on March 24, 2023. 5.03 In connection with the Transactions and the Repurchase, on March 24, 2023, the Company filed the Certificate of Designation authorizing the Series B Preferred Stock and the Series A Elimination Certificate eliminating the Series A Preferred Stock, each with the Secretary of State of the State of Delaware. 8.01 On March 27, 2023, the Company issued a press release announcing the Transactions. | alim-20230323x8k.htm |
| 2023-03-13 | 8-K | 2023-03-13 | 7.01 Regulation FD Disclosure | 7.01 Alimera Sciences, Inc. (the “Company”) is aware of the closures of Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”) and appointment of the Federal Deposit Insurance Corporation as receiver of each of those entities. | alim-20230313x8k.htm |
| 2023-03-01 | 8-K | 2023-02-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On February 24, 2023, Dr. Brian K. Halak notified Alimera Sciences, Inc. (the “Company”) that he had decided to resign from the Company’s Board of Directors (the “Board”), effective upon the appointment of Dr. Roger Sawhney to the Board, which occurred on February 25, 2023 as described below. 7.01 On February 27, 2023, the Company issued a press release announcing the appointment of Dr. Sawhney to the Board. | alim-20230224x8k.htm |
| 2023-01-10 | 8-K | 2023-01-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On January 9, 2023, Alimera Sciences, Inc. (the “Company”) announced that the board of directors of the Company (the “Board”) had elected Russell L. Skibsted, age 63, as the Company’s Chief Financial Officer and Senior Vice President. 7.01 On January 9, 2023, the Company issued a press release announcing the appointment of Mr. Skibsted as Chief Financial Officer and Senior Vice President. | alim-20230106x8k.htm |