SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Morgan Adam

(Last)

(First)

(Middle)

6310 TOWN SQUARE, SUITE 400

(Street)

ALPHARETTA

30005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALIMERA SCIENCES INC [ ALIM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/17/2023		P		1,401,901	A	$1.7	1,659,654	I	By Velan Capital Master Fund LP⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock⁽³⁾	$1.7⁽³⁾	05/17/2023		P		8,117⁽³⁾		⁽⁴⁾⁽⁵⁾	⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽³⁾	8,117	I	By Velan Capital Master Fund LP⁽¹⁾
Warrants⁽⁶⁾⁽⁷⁾	$2.1⁽⁸⁾	05/17/2023		J⁽⁶⁾⁽⁷⁾			2,057,143⁽⁶⁾⁽⁷⁾	⁽⁸⁾	03/24/2030⁽⁸⁾	Common Stock	800,000⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	800,000⁽⁶⁾⁽⁷⁾	I	By Velan Capital Master Fund LP⁽¹⁾
Series B Convertible Preferred Stock⁽³⁾	$1.7⁽³⁾	05/17/2023		P		7,000⁽³⁾		⁽⁴⁾⁽⁵⁾	⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽³⁾	7,000	I	By Velan Capital SPV I LLC⁽²⁾
Series B Convertible Preferred Stock⁽⁶⁾	$2.1⁽⁹⁾							⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾⁽⁹⁾	Common Stock	⁽⁴⁾⁽⁵⁾⁽⁶⁾		6,000	I	By Velan Capital Master Fund LP⁽¹⁾
Stock Option (Right to Buy)	$1.85⁽¹⁰⁾							⁽¹¹⁾	03/23/2033	Common Stock	1,825		1,825	D

Explanation of Responses:

1. Securities owned directly by Velan Capital Master Fund LP ("Velan Master"). Mr. Morgan, as a managing member of each of Velan Capital Holdings LLC, the general partner of Velan Master, and Velan Capital Management LLC, the general partner of the investment manager of Velan Master, may be deemed to beneficially own the securities owned directly by Velan Master. Mr. Morgan disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that Mr. Morgan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Securities owned directly by Velan Capital SPV I LLC ("Velan SPV"). Mr. Morgan, as a managing member of each of Velan Capital Holdings LLC, the managing member of Velan SPV, and Velan Capital Management LLC, the general partner of the investment manager of Velan SPV, may be deemed to beneficially own the securities owned directly by Velan SPV. Mr. Morgan disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that Mr. Morgan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. 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 initial conversion price of the Series B Preferred Stock 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"). Therefore, the amounts reported in this Form 4 are subject to change. The Series B Preferred Stock has no stated maturity.

4. 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 Stock is not convertible into shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") or any other security of the Issuer. If stockholder approval of the transaction is obtained, the Issuer will designate a business day no later than ten business days following such vote as the date for the conversion (the "Mandatory Conversion") of all, but not less than all, of the outstanding shares of Series B Preferred Stock into shares of Common Stock at the applicable conversion price, upon which such Mandatory Conversion will occur automatically. (Continued in Footnote 5)

5. If stockholder approval is not obtained at the Company Stockholders Meeting, following conclusion of such meeting, each share of Series B Preferred Stock shall be convertible, at the option of the holder, into shares of Common Stock at the applicable conversion price; provided such conversion cannot exceed the Change of Control Cap, the Exchange Cap or the Acquisition Cap, each as defined in the Certificate of Designation, or 9.99% of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion (such limitation, the "Ownership Limitation").

6. As previously disclosed in the Reporting Person's Section 16 filings with respect to the Issuer, Velan Master purchased 6,000 shares of Series B Preferred Stock and warrants to purchase 2,857,143 shares of Common Stock of the Issuer (the "Warrants") in the Tranche 1 Closing (as defined below) pursuant to the terms of the SPA, the Certificate of Designation, and the Warrant to Purchase Shares of Common Stock of the Issuer, dated March 24, 2023.

7. On May 17, 2023, the Issuer entered into a Joinder and Amendment to the SPA (the "SPA Amendment") with Velan Master and Velan SPV and the other purchasers identified on the signature pages thereto. The SPA Amendment provided for, among other things, the reduction in the number of shares underlying the Warrants issued at the Tranche 1 Closing to Velan Master from 2,857,143 shares to 800,000 shares (instead 500,000 shares, as originally contemplated by the SPA). The other terms of the Warrants remained unchanged.

8. The Warrants have an exercise price equal to the Tranche 1 Conversion Price of $2.10 (subject to adjustment as provided therein) and expire upon the earlier of March 24, 2030 (seven years from the date of the Tranche 1 Closing) and 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; provided that prior to stockholder approval at the Company Stockholders Meeting, exercise of the Warrants is subject to the Ownership Limitation, the Change of Control Cap and the Exchange Cap.

9. The initial conversion price of the Series B Preferred Stock issued on March 24, 2023 (the "Tranche 1 Closing") was $2.10, subject to customary adjustment, including certain anti-dilution adjustments (the "Tranche 1 Conversion Price"). Therefore, the amounts reported in this Form 4 are subject to change. The Series B Preferred Stock has no stated maturity.

10. The closing price for the Common Stock on the Nasdaq Global Market on March 27, 2023, the first trading day after the grant of options.

11. Options vest monthly and become exercisable in equal monthly installments beginning on April 12, 2023 and ending on July 12, 2023, with the final installment adjusted as necessary to avoid any fractional shares in any installment.

	/s/ Adam Morgan	05/19/2023
	** Signature of Reporting Person	Date
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SEC Form 4 filed by Morgan Adam