Alimera Sciences Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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”).
The foregoing is a summary of the material terms of the Amendments and is qualified in its entirety by reference to the full text of the Amendments, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held a special meeting of stockholders virtually on September 4, 2024 at 9:00 a.m., Eastern Time (the “Special Meeting”). At the Special Meeting, holders of the Company’s common stock, par value $0.01 per share (“Common Stock”), voted on three proposals related to the Merger Agreement, each of which is described in further detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 8, 2024 and first mailed to the Company’s stockholders on August 12, 2024. The Merger Agreement provides for the merger of Merger Sub with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Parent (the “Merger”).
As of the close of business on July 29, 2024, the record date for the Special Meeting, there were 52,387,763 shares of Common Stock outstanding and entitled to vote at the Special Meeting. Each share of Common Stock was entitled to one vote with respect to each proposal at the Special Meeting. A total of 45,484,476 shares of Common Stock were voted virtually or by proxy, representing 86.8% of the votes entitled to be cast at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. At the Special Meeting, the Company’s common stockholders were asked to consider and vote on the following matters:
| · | a proposal to adopt the Merger Agreement and approve the Merger (the “Merger Proposal”); | |
| · | a proposal to adjourn the Special Meeting, if necessary, and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”); and | |
| · | a proposal to approve, by non-binding, advisory vote, the compensation that will or may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (the “Compensation Proposal”). |
At the Special Meeting, the Company’s common stockholders approved the Merger Proposal, the Adjournment Proposal and the Compensation Proposal; however, because the Merger Proposal was approved, the Adjournment Proposal was not necessary.
The final voting results for each proposal are set forth below.
Proposal 1 – Merger Proposal
| Votes For | Votes Against | Abstentions | ||||||||
| 45,434,624 | 10,090 | 39,762 | ||||||||
Proposal 2 – Adjournment Proposal
| Votes For | Votes Against | Abstentions | ||||||||
| 44,423,750 | 1,033,099 | 27,627 | ||||||||
Proposal 3 – Compensation Proposal
| Votes For | Votes Against | Abstentions | ||||||||
| 41,254,370 | 3,383,755 | 846,351 | ||||||||
No other business properly came before the Special Meeting.
Forward-Looking Statements
This communication, and the documents to which the Company refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, including the timing of the transaction and other information relating to the transaction. Forward-looking statements include information concerning possible or assumed future results of operations of the Company, the expected completion and timing of the transaction and other information relating to the transaction. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and similar expressions are intended to identify forward-looking statements. You should read statements that contain these words carefully. They discuss the Company’s future expectations or state other forward-looking information and may involve known and unknown risks over which the Company has no control. Those risks include, (i) the risk that the transaction may not be completed at all, which may adversely affect the Company’s business and the price of the common stock of the Company, (ii) the outcome of the legal proceedings related to the merger agreement or the transaction, and (iii) risks related to diverting management’s attention from the Company’s ongoing business operations. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are described in the Company’s SEC reports, including but not limited to the risks described in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2023, as amended, and the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024. Except as required by applicable law or regulation, the Company does not undertake to update these forward-looking statements to reflect future events or circumstances.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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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.
| ALIMERA SCIENCES, INC. | ||
| Dated: September 10, 2024 | By: | /s/ Richard S. Eiswirth, Jr. |
| Name: | Richard S. Eiswirth, Jr. | |
| Title: | President and Chief Executive Officer | |
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