UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 4)1
Alimera Sciences, Inc.
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
016259202
(CUSIP Number)
Adam Morgan
Velan Capital Investment Management LP
100 North Main Street, Suite 301
Alpharetta, Georgia 30009
(646) 844-0030
Ryan Nebel
Olshan Frome Wolosky LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
May 14, 2024
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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Velan Capital Master Fund LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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CAYMAN ISLANDS |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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10,229,808* |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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SHARED DISPOSITIVE POWER |
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10,229,808* |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10,229,808* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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19.2%* |
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TYPE OF REPORTING PERSON |
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PN |
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* Includes 800,000 Shares issuable upon the exercise of the
Warrants (as defined and described in the initial Schedule 13D).
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1 |
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NAME OF REPORTING PERSON |
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Velan Capital SPV I LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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4,178,725 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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4,178,725 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,178,725 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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8.0% |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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Velan Capital Holdings LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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14,408,533* |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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14,408,533* |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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14,408,533* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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27.1%* |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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* Includes 800,000 Shares issuable upon the exercise of the Warrants.
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1 |
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NAME OF REPORTING PERSON |
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Velan Capital Investment Management LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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14,408,533* |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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14,408,533* |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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14,408,533* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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27.1%* |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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* Includes 800,000 Shares issuable upon the exercise of the
Warrants.
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1 |
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NAME OF REPORTING PERSON |
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Velan Capital Management LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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14,408,533* |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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14,408,533* |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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14,408,533* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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27.1%* |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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* Includes 800,000 Shares issuable upon the exercise of the
Warrants.
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1 |
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NAME OF REPORTING PERSON |
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Adam Morgan |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF, OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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47,977 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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14,408,533* |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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47,977 |
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10 |
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SHARED DISPOSITIVE POWER |
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14,408,533* |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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14,456,510* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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27.2%* |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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* Includes 800,000 Shares issuable upon the exercise of the
Warrants.
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1 |
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NAME OF REPORTING PERSON |
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Balaji Venkataraman |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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|
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6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
USA |
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NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
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|
|
|
|
BENEFICIALLY |
|
|
|
|
- 0 - |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
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|
|
14,408,533* |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
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- 0 - |
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|
10 |
|
SHARED DISPOSITIVE POWER |
|
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|
|
|
|
|
|
|
|
|
|
14,408,533* |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
14,408,533* |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
27.1%* |
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
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|
|
IN |
|
* Includes 800,000 Shares issuable upon the exercise of the
Warrants.
The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2(b) is hereby amended
and restated to read as follows:
(b) The
address of the principal office of Velan Master is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands. The address of the
principal office of each of Velan SPV, Velan GP, Velan Capital, Velan IM GP and Messrs. Morgan and Venkataraman is 100 North Main Street,
Suite 301, Alpharetta, Georgia 30009.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) and (c) are hereby
amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 52,388,513 Shares outstanding as of May 9, 2024,
which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities
and Exchange Commission on May 14, 2024, plus (i) the Shares underlying the Warrants that may be exercised by the Reporting Persons, as
applicable, and (ii) with respect to Mr. Morgan, Shares issuable upon the exercise of certain options.
As of the date hereof, Velan
Master directly beneficially owns 10,229,808 Shares (including 800,000 Shares underlying the Warrants), constituting approximately 19.2%
of the Shares outstanding.
As of the date hereof, Velan
SPV directly beneficially owns 4,178,725 Shares, constituting approximately 8.0% of the Shares outstanding.
As of the date hereof, Mr.
Morgan directly beneficially owns 47,977 Shares (consisting of Shares underlying certain options exercisable within the next 60 days),
constituting less than 1% of the Shares outstanding.
Velan GP, as the general
partner of Velan Master and managing member of Velan SPV, may be deemed to beneficially own the 14,408,533 Shares beneficially owned in
the aggregate by Velan Master and Velan SPV, constituting approximately 27.1% of the Shares outstanding. Velan Capital, as the investment
manager of Velan Master and Velan SPV, may be deemed to beneficially own the 14,408,533 Shares beneficially owned in the aggregate by
Velan Master and Velan SPV, constituting approximately 27.1% of the Shares outstanding. Velan IM GP, as the general partner of Velan Capital,
may be deemed to beneficially own the 14,408,533 Shares beneficially owned in the aggregate by Velan Master and Velan SPV, constituting
approximately 27.1% of the Shares outstanding. Mr. Venkataraman, as a Managing Member of each of Velan GP and Velan IM GP, may be deemed
to beneficially own the 14,408,533 Shares beneficially owned in the aggregate by Velan Master and Velan SPV, constituting approximately
27.1% of the Shares outstanding.
Mr. Morgan, as a Managing
Member of each of Velan GP and Velan IM GP, may be deemed to beneficially own the 14,408,533 Shares beneficially owned in the aggregate
by Velan Master and Velan SPV, which, together with the 47,977 Shares he beneficially owns directly, constitutes an aggregate of 14,456,510
Shares, constituting approximately 27.2% of the Shares outstanding.
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial
owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial
ownership of the securities reported herein that he or it does not directly own.
(c) There
have been no transactions in securities of the Issuer by the Reporting Persons during the past 60 days.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
Mr. Morgan was awarded options
to purchase 50,000 Shares in his capacity as a director of the Issuer. Such options, which have an exercise price of 2.99 per Share, vest
monthly and become exercisable in equal monthly installments beginning on August 1, 2023 and vest in full at the earlier of August 1,
2024 or the date of the Issuer's 2024 annual meeting of stockholders, with the final installment adjusted as necessary to avoid any fractional
shares in any installment.
SIGNATURES
After reasonable inquiry
and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 16, 2024
|
Velan Capital Master Fund LP |
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|
|
By: |
Velan Capital Holdings LLC
General Partner |
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By: |
/s/ Adam Morgan |
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Name: |
Adam Morgan |
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Title: |
Managing Member |
|
Velan Capital SPV I LLC |
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|
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By: |
Velan Capital Holdings LLC
Managing Member |
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|
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By: |
/s/ Adam Morgan |
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|
Name: |
Adam Morgan |
|
|
Title: |
Managing Member |
|
Velan Capital Holdings LLC |
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|
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By: |
/s/ Adam Morgan |
|
|
Name: |
Adam Morgan |
|
|
Title: |
Managing Member |
|
Velan Capital Investment Management LP |
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|
|
By: |
Velan Capital Management LLC
General Partner |
|
|
|
By: |
/s/ Adam Morgan |
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|
Name: |
Adam Morgan |
|
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Title: |
Managing Member |
|
Velan Capital Management LLC |
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|
|
By: |
/s/ Adam Morgan |
|
|
Name: |
Adam Morgan |
|
|
Title: |
Managing Member |
|
/s/ Adam Morgan |
|
Adam Morgan |
|
/s/ Balaji Venkataraman |
|
Balaji Venkataraman |
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