8-K
filed March 27, 2023, 7:59 PM ET
CIK 0001267602
other material
confidence high
sentiment neutral
materiality 0.75
ALIMERA SCIENCES INC: Nasdaq/NYSE listing notice — Alimera raises $12M via Series B preferred, eliminates Series A preference, receives Nasdaq deficiency notice
ALIMERA SCIENCES INC
- Entered purchase agreement with Velan and Caligan for up to $27M; first tranche closed at $12M with 12,000 Series B shares at $1,000 each.
- Repurchased all Series A preferred for ~$1.25M, eliminating ~$24M liquidation preference; Series A shares retired.
- Fifth Amendment to SLR credit facility adds $2.5M new term loan (up to $47.5M) and extends maturity to Apr 2028; additional $15M available at lender discretion.
- Received Nasdaq deficiency notice for market value of publicly held shares below $15M; has until Sep 19, 2023 to regain compliance.
- Directors Jim Largent and Roger Sawhney resigned; Mike Kaseta and Adam Morgan appointed to board.
Key facts
Extracted from this filing and checked against the source text.
Listing & Compliance Notices
SEC 8-K Item 3.01
confidence 0.9
ALIMERA SCIENCES INC received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(C)).
- Exchange
- nasdaq
- Notice
- deficiency notice
- Deficiency
- market value
- Rules
- 5450(b)(2)(C)
Exact text from the filing
March 23, 2023, the Company received a notice (the “MVPHS Notice”) from Nasdaq, stating that the Company’s listed securities failed to comply with the $15 million market value of publicly held shares (“Market Value of Publicly Held Shares”) requirement for continued listing on the Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450(b)(2)(C) based on the Company’s Market Value of Publicly Held Shares for the 30 consecutive business days prior to the date of the MVPHS Notice. The MVPHS Notice is only a notification of deficiency, not of imminent delisting, and has no immediate effec
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ALIMERA SCIENCES INC: Filed Certificate of Elimination for Series C Preferred Stock (effective 2023-03-24).
- Change
- charter amendment
- Effective
- 2023-03-24
Exact text from the filing
On March 24, 2023, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware for the Series C Preferred Stock.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ALIMERA SCIENCES INC: Filed Certificate of Designation for Series B Preferred Stock and Certificate of Elimination for Series A Preferred Stock (effective 2023-03-24).
- Change
- charter amendment
- Effective
- 2023-03-24
Exact text from the filing
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year In connection with the Transactions and the Repurchase, on March 24, 2023, the Company filed the Certificate of Designation authorizing the Series B Preferred Stock and the Series A Elimination Certificate eliminating the Series A Preferred Stock, each with the Secretary of State of the State of Delaware.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
ALIMERA SCIENCES INC entered into Securities Purchase Agreement with Velan Capital Master Fund LP and a fund and accounts managed by Caligan Partners LP valued at up to $27.0 million (effective 2023-03-24).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Velan Capital Master Fund LP and a fund and accounts managed by Caligan Partners LP
- Value
- up to $27.0 million
- Effective
- 2023-03-24
Exact text from the filing
On March 24, 2023, Alimera Sciences, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with (i) Velan Capital Master Fund LP (“Velan”) and (ii) a fund and accounts managed by Caligan Partners LP (“Caligan” and collectively with Velan, the “Investors”) for the sale of up to 27,000 shares of the Company’s newly designated Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred”) and warrants (the “Warrants”) to purchase up to 5,714,286 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for an aggregate purchase price of up to $27.0 million in two tranches
View on SEC.gov
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