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