0000921895-23-002012.txt : 20230817
0000921895-23-002012.hdr.sgml : 20230817
20230817201859
ACCESSION NUMBER: 0000921895-23-002012
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230815
FILED AS OF DATE: 20230817
DATE AS OF CHANGE: 20230817
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VENKATARAMAN BALAJI
CENTRAL INDEX KEY: 0001114916
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34703
FILM NUMBER: 231183520
MAIL ADDRESS:
STREET 1: FIRST HORIZON PHARMACEUTICAL CORP
STREET 2: 660 HEMBREE PKWY STE 106
CITY: ROSWELL
STATE: GA
ZIP: 30076
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Morgan Adam
CENTRAL INDEX KEY: 0001964335
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34703
FILM NUMBER: 231183526
MAIL ADDRESS:
STREET 1: 1055B POWERS PLACE
CITY: ALPHARETTA
STATE: GA
ZIP: 30009
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Velan Capital Investment Management LP
CENTRAL INDEX KEY: 0001848809
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34703
FILM NUMBER: 231183525
BUSINESS ADDRESS:
STREET 1: 1055B POWERS PLACE
CITY: ALPHARETTA
STATE: GA
ZIP: 30009
BUSINESS PHONE: 646-844-0037
MAIL ADDRESS:
STREET 1: 1055B POWERS PLACE
CITY: ALPHARETTA
STATE: GA
ZIP: 30009
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Velan Capital SPV I LLC
CENTRAL INDEX KEY: 0001977931
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34703
FILM NUMBER: 231183524
BUSINESS ADDRESS:
STREET 1: 1055B POWERS PLACE
CITY: ALPHARETTA
STATE: GA
ZIP: 30009
BUSINESS PHONE: 646-844-0037
MAIL ADDRESS:
STREET 1: 1055B POWERS PLACE
CITY: ALPHARETTA
STATE: GA
ZIP: 30009
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Velan Capital Holdings LLC
CENTRAL INDEX KEY: 0001964353
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34703
FILM NUMBER: 231183522
BUSINESS ADDRESS:
STREET 1: 1055B POWERS PLACE
CITY: ALPHARETTA
STATE: GA
ZIP: 30009
BUSINESS PHONE: 646-844-0037
MAIL ADDRESS:
STREET 1: 1055B POWERS PLACE
CITY: ALPHARETTA
STATE: GA
ZIP: 30009
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Velan Capital Management LLC
CENTRAL INDEX KEY: 0001964355
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34703
FILM NUMBER: 231183521
BUSINESS ADDRESS:
STREET 1: 1055B POWERS PLACE
CITY: ALPHARETTA
STATE: GA
ZIP: 30009
BUSINESS PHONE: 646-844-0037
MAIL ADDRESS:
STREET 1: 1055B POWERS PLACE
CITY: ALPHARETTA
STATE: GA
ZIP: 30009
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Velan Capital Master Fund LP
CENTRAL INDEX KEY: 0001964356
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34703
FILM NUMBER: 231183523
BUSINESS ADDRESS:
STREET 1: 1055B POWERS PLACE
CITY: ALPHARETTA
STATE: GA
ZIP: 30009
BUSINESS PHONE: 646-844-0037
MAIL ADDRESS:
STREET 1: 1055B POWERS PLACE
CITY: ALPHARETTA
STATE: GA
ZIP: 30009
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ALIMERA SCIENCES INC
CENTRAL INDEX KEY: 0001267602
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 200028718
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 6310 TOWN SQUARE
STREET 2: SUITE 400
CITY: ALPHARETTA
STATE: GA
ZIP: 30005
BUSINESS PHONE: 678-990-5740
MAIL ADDRESS:
STREET 1: 6310 TOWN SQUARE
STREET 2: SUITE 400
CITY: ALPHARETTA
STATE: GA
ZIP: 30005
4
1
form412927011_08172023.xml
OWNERSHIP DOCUMENT
X0508
4
2023-08-15
0
0001267602
ALIMERA SCIENCES INC
ALIM
0001964335
Morgan Adam
6310 TOWN SQUARE, SUITE 400
ALPHARETTA
GA
30005
1
0
1
0
0001848809
Velan Capital Investment Management LP
1055B POWERS PLACE
ALPHARETTA
GA
30009
0
0
1
0
0001964356
Velan Capital Master Fund LP
1055B POWERS PLACE
ALPHARETTA
GA
30009
0
0
1
0
0001977931
Velan Capital SPV I LLC
1055B POWERS PLACE
ALPHARETTA
GA
30009
0
0
1
0
0001964353
Velan Capital Holdings LLC
1055B POWERS PLACE
ALPHARETTA
GA
30009
0
0
1
0
0001964355
Velan Capital Management LLC
1055B POWERS PLACE
ALPHARETTA
GA
30009
0
0
1
0
0001114916
VENKATARAMAN BALAJI
1055B POWERS PLACE
ALPHARETTA
GA
30009
0
0
1
0
0
Common Stock
2023-08-15
4
C
0
4845392
1.70
A
6505046
I
By Velan Capital Master Fund LP
Common Stock
2023-08-15
4
C
0
2924762
2.10
A
9429808
I
By Velan Capital Master Fund LP
Common Stock
2023-08-15
4
C
0
4178725
1.70
A
4178725
I
By Velan Capital SPV I LLC
Series B Convertible Preferred Stock
1.70
2023-08-15
4
C
0
8117
D
Common Stock
4845392
0
I
By Velan Capital Master Fund LP
Series B Convertible Preferred Stock
1.70
2023-08-15
4
C
0
7000
D
Common Stock
4178725
0
I
By Velan Capital SPV I LLC
Series B Convertible Preferred Stock
2.10
2023-08-15
4
C
0
6000
D
Common Stock
2924762
0
I
By Velan Capital Master Fund LP
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.
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.
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.
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).
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.
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.
/s/ Adam Morgan
2023-08-17
Velan Capital Investment Management LP, By: Velan Capital Management LLC, its general partner, By: /s/ Adam Morgan, managing member
2023-08-17
Velan Capital Master Fund LP, By: Velan Capital Holdings LLC, its general partner, By: /s/ Adam Morgan, managing member
2023-08-17
Velan Capital SPV I LLC, By: Velan Capital Holdings LLC, its managing member, By: /s/ Adam Morgan, managing member
2023-08-17
Velan Capital Holdings LLC, By: /s/ Adam Morgan, managing member
2023-08-17
Velan Capital Management LLC, By: /s/ Adam Morgan, managing member
2023-08-17
/s/ Balaji Venkataraman
2023-08-17