Adam Morgan - Aug 15, 2023 Form 4 Insider Report for ALIMERA SCIENCES INC (ALIM)

Role
Director, 10%+ Owner
Signature
/s/ Adam Morgan
Stock symbol
ALIM
Transactions as of
Aug 15, 2023
Transactions value $
$21,482,999
Form type
4
Date filed
8/17/2023, 08:18 PM
Previous filing
Jul 25, 2023
Next filing
Oct 4, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ALIM Common Stock Conversion of derivative security $8.24M +4.85M +291.95% $1.70 6.51M Aug 15, 2023 By Velan Capital Master Fund LP F1, F2
transaction ALIM Common Stock Conversion of derivative security $6.14M +2.92M +44.96% $2.10 9.43M Aug 15, 2023 By Velan Capital Master Fund LP F1, F2
transaction ALIM Common Stock Conversion of derivative security $7.1M +4.18M $1.70 4.18M Aug 15, 2023 By Velan Capital SPV I LLC F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ALIM Series B Convertible Preferred Stock Conversion of derivative security -8.12K -100% 0 Aug 15, 2023 Common Stock 4.85M $1.70 By Velan Capital Master Fund LP F2, F4, F5
transaction ALIM Series B Convertible Preferred Stock Conversion of derivative security -7K -100% 0 Aug 15, 2023 Common Stock 4.18M $1.70 By Velan Capital SPV I LLC F3, F4, F5
transaction ALIM Series B Convertible Preferred Stock Conversion of derivative security -6K -100% 0 Aug 15, 2023 Common Stock 2.92M $2.10 By Velan Capital Master Fund LP F2, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Velan Capital SPV I LLC ("Velan SPV"), Velan Capital Holdings LLC ("Velan GP"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Adam Morgan and Balaji Venkataraman (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
F2 Securities owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan Master.
F3 Securities owned directly by Velan SPV. As the managing member of Velan SPV, Velan GP may be deemed to beneficially own the securities owned directly by Velan SPV. As the investment manager of Velan SPV, Velan Capital may be deemed to beneficially own the securities owned directly by Velan SPV. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan SPV. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan SPV.
F4 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 conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70 at the time of the Mandatory Conversion (as defined below).
F5 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 was not convertible into shares of the Issuer's Common Stock or any other security of the Issuer. Once stockholder approval of the transaction was obtained at the Company Stockholders Meeting, the Issuer designated August 15, 2023 as the day on which all of the outstanding shares of Series B Preferred Stock would automatically convert into shares of Common Stock at the applicable conversion price (the "Mandatory Conversion"), plus accrued and unpaid dividends, subject to the terms and conditions set forth in the Certificate of Amendment to the Certificate of Designation of the Series B Preferred Stock of the Issuer that was filed with the Secretary of State of the State of Delaware on August 1, 2023.
F6 Velan Master purchased 6,000 shares of Series B Preferred Stock in the Tranche 1 Closing (as defined below) pursuant to the terms of the SPA and the Certificate of Designation. The conversion price of the Series B Preferred Stock issued on March 24, 2023 (the "Tranche 1 Closing") was $2.10 at the time of the Mandatory Conversion.