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): May 16, 2014
ALIMERA SCIENCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34703
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20-0028718
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6120 Windward Parkway
Suite 290
Alpharetta, Georgia
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30005
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(678) 990-5740
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Not Applicable
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(Former name or former address if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.03. Material Modifications to Rights of Security Holders
On October 2, 2012, Alimera Sciences, Inc. (the “Company”) sold units consisting of an aggregate of 1,000,000 shares of its Series A Convertible Preferred Stock (“Series A Stock”) and warrants to purchase an additional 300,000 shares of Series A Stock (or such number of shares of the Company’s common stock (“Common Stock”) then issuable upon conversion of such shares of Series A Stock) in a private placement transaction (the “Series A Transaction”). As part of the Series A Transaction, the Company filed a Certificate of Designation of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware setting forth the powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series A Stock. The Certificate of Designation provides that for as long as Sofinnova Venture Partners VIII, L.P., together with its affiliates (“Sofinnova”), continues to hold at least 50% of the shares of Series A Stock originally issued to Sofinnova (or shares of Common Stock issued upon conversion thereof), the holders of Series A Stock, voting as single class, shall be entitled to elect, at any election of the Company’s Class II Directors, one individual to serve as a Class II Director (the “Series A Director”), who shall be designated by Sofinnova. The initial Series A Director, Garheng Kong, M.D., Ph.D. was appointed to the Company’s board of directors as of the closing of the Series A Transaction.
On May 16, 2014, the holders of the Company’s Series A Stock irrevocably waived the right of Sofinnova to designate the Series A Director. Dr. Kong will remain on the Company’s board of directors as a Class II Director. The Irrevocable Waiver of Right to Designate Series A Director is filed as Exhibit 4.11 to this Current Report on Form 8-K. The foregoing description of the Irrevocable Waiver of Right to Designate Series A Director does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit
No.
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Description
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4.11
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Irrevocable Waiver of Right to Designate Series A Director dated May 16, 2014
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SIGNATURE
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.
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ALIMERA SCIENCES, INC.
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Dated: May 16, 2014
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By:
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/s/ RICHARD S. EISWIRTH, JR.
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Name:
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Richard S. Eiswirth, Jr.
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Title:
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Chief Operating Officer and
Chief Financial Officer
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Exhibit 4.11
IRREVOCABLE WAIVER
OF
RIGHT TO DESIGNATE SERIES A DIRECTOR
May 16, 2014
Reference is hereby made to Section (5)(b) of Certificate of Designation of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on October 1, 2012 (the “
Certificate
”) of Alimera Sciences, Inc., a Delaware company (the “
Company
”), pursuant to which the holders of Series A Preferred Stock, voting as single class, are entitled to elect the Series A Director designated by the Second Lead Purchaser at any election of the Company’s Class II Directors so long as the Second Lead Purchaser continues to hold at least 50% of the shares of Series A Preferred Stock originally issued to such Second Lead Purchaser at the closing under the Purchase Agreement (or shares of Common Stock issued upon conversion thereof). Capitalized terms used herein but not otherwise defined shall have the meanings attributed to such terms under the Certificate.
The undersigned holders of Series A Preferred Stock hereby irrevocably waive the right of Sofinnova Venture Partners VIII, L.P. as Second Lead Purchaser under the Certificate to designate the Series A Director. Such waiver is limited to the right to designate the Series A Director and the undersigned holders of Series A Preferred Stock do not waive any other right such holders have under the Certificate.
[Signature pages follow.]
IN WITNESS WHEREOF, the undersigned parties have executed this Irrevocable Waiver of Right to Designate Series A Director as of the date first above written.
ALIMERA SCIENCES, INC.
By:
/s/ Richard S. Eiswirth, Jr.
Name: Richard S. Eiswirth, Jr.
Title: COO and CFO
IN WITNESS WHEREOF, the undersigned parties have executed this Irrevocable Waiver of Right to Designate Series A Director as of the date first above written.
PALO ALTO HEALTHCARE MASTER FUND, L.P.
By: Palo Alto Investors, LLC
Its General Partner
By:
/s/ Patrick Lee
Name: Patrick Lee
Title: Member of the General Partner
PALO ALTO HEALTHCARE MASTER FUND II, L.P.
By: Palo Alto Investors, LLC
Its General Partner
By:
/s/ Patrick Lee
Name: Patrick Lee
Title: Member of the General Partner
MICRO CAP PARTNERS, L.P.
By: Palo Alto Investors, LLC
Its General Partner
By:
/s/ Patrick Lee
Name: Patrick Lee
Title: Member of the General Partner
IN WITNESS WHEREOF, the undersigned parties have executed this Irrevocable Waiver of Right to Designate Series A Director as of the date first above written.
SOFINNOVA VENTURE PARTNERS VIII, L.P.
By: Sofinnova Management VIII, L.L.C.
its General Partner
By:
/s/ James Healy
Name:
James Healy
Title: Managing Member