ALIM Alimera Sciences Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2023

ALIMERA SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (678) 990-5740

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

Pursuant to the previously disclosed Securities Purchase Agreement by and between Alimera Sciences, Inc. (the “Company”) and the purchasers party thereto, dated as of March 24, 2023 (as amended, the “Purchase Agreement”) Velan Capital Master Fund LP and Velan Capital SPV I LLC (collectively, “Velan”) has nominated Margaret Pax to the Company’s board of directors (the “Board”) as a designee of Velan. Accordingly, and based in part upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), the Board (i) pursuant to the Company’s bylaws and certificate of incorporation, increased the number of directors from seven to eight and (ii) appointed Ms. Pax to the Board on November 7, 2023, as a Class II director and as a designee of Velan. In addition, the Board appointed Ms. Pax to the Nominating Committee. A copy of the press release announcing the appointment of Ms. Pax is attached as Exhibit 99.1 and incorporated herein by reference.

In connection with her election to the Board, the Board granted Ms. Pax options to purchase 36,713 shares of the Company’s common stock (the “Common Stock”) at an exercise price of $3.42, the closing price per share of the Common Stock on November 8, 2023, the first trading date after her appointment to the Board. The options will vest and become exercisable in equal monthly installments and vest in full at the earlier of August 1, 2024 or the date of the Company’s 2024 annual meeting of stockholders, with the final installment to be adjusted as necessary to avoid any fractional shares in any installment, provided Ms. Pax provides continuous service to the Company through the applicable vesting date. In the event of a change of control of the Company or if Ms. Pax’s service terminates due to death or disability, the options will accelerate and immediately become exercisable. Ms. Pax will also receive a $40,000 annual retainer for her service on the Board and a $4,000 annual retainer for her service on the Nominating Committee, with such retainers initially to be prorated to the Company’s 2024 annual meeting of stockholders, pursuant to the Company’s non-employee director compensation program (the “Director Compensation Program”). In addition, under the Director Compensation Program, Ms. Pax will be eligible to receive, upon the conclusion of each annual meeting of stockholders beginning in 2024, options to purchase an additional 6,000 shares of Common Stock, provided she is then continuing to serve on the Board.

Ms. Pax and the Company have entered into an indemnification agreement requiring the Company to indemnify her to the fullest extent permitted under Delaware law with respect to her service as a director. The indemnification agreement is in the form the Company has entered into with its other directors and executive officers.

There are no family relationships between Ms. Pax and any of the Company’s directors or executive officers and Ms. Pax does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





Alimera Appoints Maggie A. Pax to Its Board of Directors



ATLANTA (November 8, 2023) – Alimera Sciences, Inc. (Nasdaq: ALIM) (“Alimera”), a global pharmaceutical company whose mission is to be invaluable to patients, physicians and partners concerned with retinal health and maintaining better vision longer, today announces the addition of Maggie A. Pax to its Board of Directors.  Ms. Pax presently serves on the board of several life sciences companies. 

“Maggie’s experience within growing companies, leading product development, business strategy, supply chain, and commercial teams, along with leading the development of business partnerships, will bring additional operational experience to our board,” said Rick Eiswirth, Alimera’s President and Chief Executive Officer. “Her leadership in companies ranging from early-stage innovation to Fortune 500 size will provide us with new and unique perspectives as we continue to scale.”

“Alimera is in an exciting stage of growth following the acquisition of YUTIQ in the U.S. and continued expansion in international markets,” added Ms. Pax.  “I believe that my history of strong operational leadership, product launch and acquisition integration can provide further direction to this leadership team.”

Ms. Pax is currently serving as a board member for Jellagen Ltd., a privately-held company developing and manufacturing tissue engineering and biomaterials products. She is also on the board of BioPorto, Inc., a wholly-owned U.S. subsidiary of a Denmark-listed in-vitro diagnostics innovator developing biomarkers for kidney disease.

Ms. Pax was a senior executive at Thermo-Fisher from 2012 to 2020 where her latest role was as Vice President, Strategy and Innovation, Clinical Supply Chain / Pharma Services.  Previously, she served as Vice President, Business and Clinical Development with Microchips BioMedical, a drug delivery company, and Vice President, Business Development for CareScout, a healthcare services company acquired by Genworth.  Ms. Pax began her career at Phillips Healthcare where she held senior leadership roles in business development, marketing, and product management from 1989 to 2000.  

Ms. Pax holds an MBA from the Harvard Business School and is a board director of the Harvard Business School Healthcare Alumni Association.

About Alimera Sciences, Inc.

Alimera Sciences a global pharmaceutical company whose mission is to be invaluable to patients, physicians and partners concerned with retinal health and maintaining better vision longer. For more information, please visit www.alimerasciences.com.

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 expectations with respect to its growth and future performance. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties (some of which are beyond Alimera’s control), including factors that could delay, divert or change any of them, and could cause actual results to differ materially from those projected in these forward-looking statements. Other factors are discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Alimera’s recently filed Quarterly Report on Form 10-Q, most recently filed Annual Report on Form 10-K, and any of Alimera’s subsequent filings with the Securities and Exchange Commission (SEC) and available on the SEC’s website at www.sec.gov.

All forward-looking statements contained in this press release are expressly qualified by the cautionary statements contained or referred to herein. Alimera cautions investors not to rely on the forward-looking statements Alimera makes or that are made on its behalf as predictions of future events. These forward-looking statements speak only as of the date of this press release. 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, except as may be required under applicable securities laws.





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