Alimera Sciences completes mandatory conversion of Series B Preferred; Velan and Caligan become majority owners

ALIMERA SCIENCES INC

Mandatory conversion of Series B Preferred into 43,617,114 shares of common stock and Pre-Funded Warrants for 2,000,000 shares.
Following conversion, Velan holds ~26% and Caligan ~32% of common stock, constituting a change of control.
Certificate of Elimination for Series B Preferred filed with Delaware Secretary of State.
Outstanding shares: 52,418,841 common, plus 2M from Pre-Funded Warrants and 1.6M from other warrants.
Velan and Caligan retain right to designate two Board directors subject to ownership thresholds.

item 3.02 item 3.03 item 5.01 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ALIMERA SCIENCES INC: Filed a Certificate of Elimination to remove the Certificate of Designation of Series B Convertible Preferred Stock following mandatory conversion (effective 2023-08-15).

Change: charter amendment
Effective: 2023-08-15

Exact text from the filing

the Company filed a certificate of elimination (the “Certificate of Elimination”) to the Certificate of Designation with the Secretary of State of the State of Delaware

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Source: SEC EDGAR

accession 0001267602-23-000113

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