| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | ALIM | Common Stock, par value $0.01 per share ("Common Stock") | 479K | Aug 1, 2023 | See footnote | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | ALIM | Series B Preferred | Aug 1, 2023 | Common Stock | 2.92M | $2.10 | See footnote | F1, F2, F4 | ||||||
| holding | ALIM | Series B Preferred | Aug 1, 2023 | Common Stock | 13.4M | $1.70 | See footnote | F1, F3, F4 | ||||||
| holding | ALIM | Warrants | Aug 1, 2023 | Common Stock | 800K | $2.10 | See footnote | F1, F5 | ||||||
| holding | ALIM | Notional Derivative Agreements (obligation to buy) | Aug 1, 2023 | Common Stock | 490K | See footnote | F1, F6 |
| Id | Content |
|---|---|
| F1 | This Form 3 is filed by David Johnson ("Mr. Johnson") and Caligan Partners LP ("Caligan") with respect to the securities held by Caligan Partners Master Fund LP ("Caligan Master Fund"), a Cayman Islands limited partnership, and managed accounts ("Caligan Accounts", together with the Caligan Master Fund, the "Caligan Purchasers") to which Caligan serves as investment manager. Mr. Johnson is the Managing Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan. |
| F2 | The Caligan Purchasers purchased an aggregate of 6,000 shares of Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred") in the Tranche 1 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "Purchase Agreement") and the Certificate of Designation of Series B Convertible Preferred Stock of the Issuer (as amended, the "Certificate of Designation"). The initial conversion price of the Series B Preferred issued on March 24, 2023 (the "Tranche 1 Closing") was $2.10, subject to customary adjustment, including certain anti-dilution adjustments ("Tranche 1 Conversion Price"). The Series B Preferred has no stated maturity. |
| F3 | The Caligan Purchasers purchased an aggregate of 22,500 shares of Series B Preferred in the Tranche 2 Closing (as defined below) pursuant to the terms of the Purchase Agreement and the Certificate of Designation. The initial conversion price of the Series B Preferred 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"). The Series B Preferred has no stated maturity. |
| F4 | On August 1, 2023, the Issuer held its annual meeting of stockholders at which stockholder approval was obtained for the issuance of Common Stock upon conversion of the Series B Preferred. Pursuant to the terms of the Certificate of Designation, as a result of the stockholder approval, and, as provided to the Reporting Persons by the Issuer, the Issuer has designated a business day no later than ten business days following such stockholder approval as the date for the conversion ("Mandatory Conversion"), upon which the Series B Preferred held by the Reporting Persons will automatically convert to shares of Common Stock at the Tranche 1 Conversion Price or Tranche 2 Conversion Price, as applicable. The number of shares of Common Stock underlying the Series B Preferred reported herein assumes that the Mandatory Conversion occurs on August 15, 2023. |
| F5 | The Warrants have an exercise price equal to the Tranche 1 Conversion Price (subject to adjustment as provided therein) and expire seven years from the date of the Tranche 1 Closing or upon 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. |
| F6 | The Caligan Fund and Caligan Accounts entered into certain notional principal amount derivative agreements in the form of cash settled swaps with a reference price of $4.58. The derivative agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date of February 2, 2024. |
Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.