Alimera Sciences Board of Directors Approves Reverse Stock Split and 10b5-1 Stock Purchase Plan for U.S. Executive Managemen...
September 05 2019 - 8:00AM
Alimera Sciences, Inc. (Nasdaq: ALIM) (“Alimera”), a leader in the
commercialization and development of prescription ophthalmology
treatments for the management of retinal diseases, today announced
that its board of directors has approved a proposal to effect a
reverse stock split of its common stock. The reverse stock split is
expected to result in a higher per share price and a corresponding
lower number of total shares issued and outstanding, which should
enable Alimera to attain the minimum $1.00 per share bid price
requirement for its common stock as required for continued listing
on the Nasdaq Global Market.
Alimera believes that a reverse stock split can help increase
the marketability of its stock to a broader range of potential
investors. The proposal is subject to stockholder approval of an
amendment to Alimera’s restated certificate of incorporation that
would effect the reverse stock split. Alimera expects to hold a
special meeting of stockholders to obtain stockholder approval.
Additionally, Alimera’s board of directors and its compensation
committee have approved 10b5-1 stock purchase plans for Alimera’s
U.S. executive management team. SEC Rule 10b5-1 provides a
mechanism for companies and corporate insiders to purchase or sell
a pre-determined number of shares over a specified period of time.
Under the recently approved 10b5-1 plans, Rick Eiswirth, President
and Chief Executive Officer, Dave Holland, Chief Marketing Officer,
Phil Jones, Chief Financial Officer, and Samer Kaba, Chief Medical
Officer, have agreed to purchase shares of common stock from
Alimera in amounts ranging from 5% to 7% of each bimonthly base
salary paycheck, beginning on September 15, 2019 and ending on the
last payroll date in 2019. Alimera will issue the shares under its
2019 Omnibus Incentive Plan.
Alimera plans to file a preliminary proxy statement with the SEC
later this month regarding the special meeting. The preliminary
proxy statement will include the time, date, location and other
important information regarding the special meeting and the reverse
stock split proposal. As Alimera has previously disclosed, Nasdaq
has informed Alimera that it has until December 2, 2019 to regain
compliance with the minimum per share market price requirements.
Before that deadline, Alimera intends to hold the special
stockholders meeting, obtain the necessary stockholder approvals,
and effect the reverse stock split.
Although Alimera intends to effect the reverse stock split as
soon as practicable, there can be no assurances that the reverse
stock split will be completed, will result in an increased per
share price or will achieve its other intended effects. Alimera
reserves the right, in its discretion, to abandon the reverse stock
split at any time before it files the applicable amendment to its
certificate of incorporation with the Delaware Secretary of
State.
About Alimera Sciences, Inc.
Alimera, founded in June 2003, is a pharmaceutical company that
specializes in the commercialization and development of
prescription ophthalmic pharmaceuticals. Alimera is presently
focused on diseases affecting the back of the eye, or retina,
because these diseases are not well treated with current therapies
and affect millions of people in our aging populations. For
more information, please visit www.alimerasciences.com.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND
IT
This communication may be deemed to be solicitation
material in connection with the proposal to be submitted to
Alimera’s stockholders at a special meeting seeking stockholder
adoption of an amendment to Alimera’s certificate of incorporation
to effect a reverse stock split of its common stock (the “Reverse
Split Proposal”). In connection with the Reverse Split Proposal,
Alimera intends to file a preliminary proxy statement on Schedule
14A with the SEC. Any definitive proxy statement will also be made
available to Alimera stockholders before the special meeting.
Before making any voting decision, Alimera stockholders are urged
to carefully read the entire proxy statement when it becomes
available, and any other relevant documents filed with the SEC, as
well as any amendments or supplements to these documents, because
they will contain important information about the Reverse Split
Proposal. The documents that Alimera files with the SEC may be
obtained free of charge at the SEC’s website at www.sec.gov. In
addition, the documents that Alimera files with the SEC may be
obtained free of charge from Alimera at www.alimerasciences.com.
Alternatively, these documents, when available, can be obtained
free of charge from Alimera upon written request to Alimera
Sciences, Inc., 6120 Windward Parkway, Suite 290, Alpharetta,
Georgia 30005, Attention: Secretary, or by calling (678)
990-5740.
Alimera and certain of its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Alimera stockholders in favor of the approval of
Reverse Split Proposal. Information regarding Alimera’s directors
and executive officers is contained in Alimera’s Annual Report on
Form 10-K for the year ended December 31, 2018, its Current Reports
on Form 8-K dated April 30, 2019, May 8, 2019 and July 19, 2019,
and its Proxy Statement on Schedule 14A, dated April 29, 2019,
all of which are filed with the SEC. Additional information
regarding the interests of those participants and other persons who
may be deemed participants in the transaction may be obtained by
reading the proxy statement and other relevant documents filed with
the SEC when they become available. Free copies of these documents
may be obtained as described in the preceding
paragraph.
Forward Looking Statements
This press release contains “forward-looking statements,” within
the meaning of the Private Securities Litigation Reform Act of
1995, regarding, among other things, Alimera’s intentions to
implement a reverse stock split, the timing of the reverse split
and its effects if implemented. Such forward-looking statements are
based on current expectations and involve inherent risks and
uncertainties, including factors that could delay, divert or change
either of them, and could cause actual results to differ materially
from those projected in the forward-looking statements. Meaningful
factors that could cause actual results to differ include, but are
not limited to, (a) a failure to receive stockholder approval of
the reverse stock split proposal at the special meeting of
stockholders, and (b) other factors discussed in the “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” sections of Alimera’s Annual Report on
Form 10-K for the year ended December 31, 2018 and Alimera’s
Quarterly Reports on Form 10-Q for the first and second quarters of
2019, which are on file with the SEC and available on the SEC’s
website at http://www.sec.gov.
The forward-looking statements in this press release speak only
as of the date of this press release (unless another date is
indicated). Alimera undertakes no obligation, and specifically
declines any obligation, to publicly update or revise any such
forward-looking statements, whether as a result of new information,
future events or otherwise.
For investor inquiries: |
For media inquiries: |
Scott Gordon
for Alimera
Sciences
scottg@coreir.com |
Jules Abrahamfor Alimera Sciencesjulesa@coreir.com |
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