SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Morgan Adam

(Last)

(First)

(Middle)

6310 TOWN SQUARE, SUITE 400

(Street)

ALPHARETTA

30005

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2023

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

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

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

5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	257,753	I	By Velan Capital Master Fund LP⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	$2.1⁽²⁾	I	By Velan Capital Master Fund LP⁽⁶⁾
Warrants	⁽⁵⁾	03/24/2030⁽⁵⁾	Common Stock	2,857,143⁽⁵⁾	$2.1⁽⁵⁾	I	By Velan Capital Master Fund LP⁽⁶⁾

Explanation of Responses:

1. Velan Capital Master Fund LP ("Velan Master") purchased 6,000 shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") and warrants to purchase 2,857,143 shares of common stock, par value $0.01 per share (the "Common Stock"), of the Issuer (the "Warrants") reported herein in the Tranche 1 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (the "SPA"), the Certificate of Designation of Series B Convertible Preferred Stock of the Issuer (the "Certificate of Designation"), and the Warrant to Purchase Shares of Common Stock of the Issuer, dated March 24, 2023.

2. 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 3 are subject to change. The Series B Preferred Stock has no stated maturity.

3. 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 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 Tranche 1 Conversion Price, upon which such Mandatory Conversion will occur automatically. (Continued in Footnote 4)

4. 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 (an "Optional Conversion"), into shares of Common Stock at the Tranche 1 Conversion Price; provided such conversion cannot exceed the Change of Control Cap, the Exchange 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").

5. The Warrants have an exercise price equal to the Tranche 1 Conversion Price (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. If the Issuer consummates (i) the Tranche 2 Closing (as defined in the SPA) or (ii) a qualified financing transaction on or prior to December 31, 2023 in which the purchasers under the SPA have been irrevocably offered in writing an allocation of at least $15 million, the number of shares underlying the Warrants will automatically be reduced to 500,000 shares of Common Stock.

6. Securities owned directly by 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.

	/s/ Adam Morgan	03/28/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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