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 4, 2015
ALIMERA SCIENCES, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
001-34703
 
20-0028718
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
6120 Windward Parkway
Suite 290
Alpharetta, Georgia
 
30005
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (678) 990-5740

Not Applicable
(Former name or former address if changed since last report.)
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))





Item 2.02. Results of Operations and Financial Condition.
On November 5, 2015, Alimera Sciences, Inc. (“Alimera”) issued a press release regarding its results of operations and financial condition for the third quarter ended September 30, 2015. Alimera will be hosting a conference call, as well as a live webcast on the Investor Relations section of its corporate website at www.alimerasciences.com, on November 5, 2015 at 4:30 P.M. ET to discuss its third quarter ended September 30, 2015 financial results and to provide regulatory and commercial updates. The full text of the press release, which includes information regarding Alimera’s use of non-GAAP financial measures, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Various statements to be made during the conference call and webcast are “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, regarding, among other things, the ability of physicians to obtain reimbursement for ILUVIEN, including through the use of the specific J-code for ILUVIEN in 2016, future sales of ILUVIEN in the U.S., the ability of the J-code to drive use and market acceptance of ILUVIEN and expected total revenues for 2015 and 2016. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual results to differ materially from those projected in its forward-looking statements. Meaningful factors which could cause actual results to differ include, but are not limited to, uncertainty as to Alimera's ability to commercialize, and market acceptance of, ILUVIEN in the U.S. and Europe, including physicians' ability to obtain reimbursement, the potential impact of the now announced J-code on U.S. revenues and seasonality as well as 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, 2014 and Alimera’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, which are on file with the Securities and Exchange Commission (SEC) and available on the SEC's website at http://www.sec.gov. Additional factors may also be set forth in those sections of Alimera’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, to be filed with the SEC in the fourth quarter of 2015. In addition to the risks described above and in Alimera's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, other unknown or unpredictable factors also could affect Alimera's results. There can be no assurance that the actual results or developments anticipated by Alimera will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Alimera. Therefore, no assurance can be given that the outcomes stated in such forward-looking statements and estimates will be achieved.
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 too heavily on the forward-looking statements Alimera makes or that are made on its behalf. These forward-looking statements 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.
The information in Item 2.02 of this Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On November 4, 2015, the Board of Directors of Alimera approved and adopted the Amended and Restated Bylaws of Alimera (the “Bylaws”). The Bylaws include an update for a forum selection clause specifying Delaware as the sole and exclusive forum for derivative or breach of duty suits or proceedings, claims relative to the General Corporation Law of Delaware, the Certificate of Incorporation or Bylaws of Alimera, or suits pertaining to the internal affairs of Alimera.
The foregoing summary description of certain provisions of the Bylaws are qualified in their entirety by the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.





Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits
Exhibit
No.
 
Description
3.1
 
Amended and Restated Bylaws of Alimera Sciences, Inc.

99.1
 
Press Release of Alimera Sciences, Inc. dated November 5, 2015




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.
 
ALIMERA SCIENCES, INC.
 
 
Dated: November 5, 2015
By:
/s/ RICHARD S. EISWIRTH, JR.
 
Name:
Richard S. Eiswirth, Jr.
 
Title:
Chief Operating Officer and
Chief Financial Officer




EXHIBIT INDEX
Exhibit
No.
 
Description
3.1
 
Amended and Restated Bylaws of Alimera Sciences, Inc.

99.1
 
Press Release of Alimera Sciences, Inc. dated November 5, 2015




Exhibit 3.1














AMENDED AND RESTATED
BYLAWS OF
ALIMERA SCIENCES, INC.
A DELAWARE CORPORATION
Effective as of November 4, 2015






TABLE OF CONTENTS

 
Page

 
 
ARTICLE I OFFICE AND RECORDS
1

Section 1.1 Delaware Office
1

Section 1.2 Other Offices
1

Section 1.3 Books and Records
1

 
 
ARTICLE II STOCKHOLDERS
1

Section 2.1 Annual Meeting
1

Section 2.2 Special Meeting
1

Section 2.3 Place of Meeting
1

Section 2.4 Notice of Meeting
1

Section 2.5 Quorum and Adjournment
2

Section 2.6 Proxies
2

Section 2.7 Notice of Stockholder Business and Nominations
2

Section 2.8 Procedure for Election of Directors
4

Section 2.9 Inspectors of Elections
5

Section 2.10 Conduct of Meetings
5

Section 2.11 No Consent of Stockholders in Lieu of Meeting
6

 
 
ARTICLE III BOARD OF DIRECTORS
6

Section 3.1 General Powers
6

Section 3.2 Number, Tenure and Qualifications
6

Section 3.3 Regular Meetings
6

Section 3.4 Special Meetings
6

Section 3.5 Action by Unanimous Consent of Directors
6

Section 3.6 Notice
7

Section 3.7 Conference Telephone Meetings
7

Section 3.8 Quorum
7

Section 3.9 Vacancies
7

Section 3.10 Committee
8

Section 3.11 Removal
8

 
 
ARTICLE IV OFFICERS
8

Section 4.1 Elected Officers
8

Section 4.2 Election and Term of Office
8

Section 4.3 Chairman of the Board
9

Section 4.4 Chief Executive Officer
9

Section 4.5 President
9

Section 4.6 Secretary
9

Section 4.7 Treasurer
9

Section 4.8 Removal
9

Section 4.9 Vacancies
10


i

ARTICLE V STOCK CERTIFICATES AND TRANSFERS
10

Section 5.1 Stock Certificates and Transfers
10

 
 
ARTICLE VI INDEMNIFICATION
10

Section 6.1 Right to Indemnification
10

Section 6.2 Right to Advancement of Expenses
11

Section 6.3 Right of Indemnitee to Bring Suit
11

Section 6.4 Non-Exclusivity of Rights
12

Section 6.5 Insurance
12

Section 6.6 Amendment of Rights
12

Section 6.7 Indemnification of Employees and Agents of the Corporation
12

 
 
ARTICLE VII MISCELLANEOUS PROVISIONS
12

Section 7.1 Fiscal Year
12

Section 7.2 Dividends
12

Section 7.3 Seal
12

Section 7.4 Waiver of Notice
13

Section 7.5 Audits
13

Section 7.6 Resignations
13

Section 7.7 Contracts
14

Section 7.8 Proxies
14

 
 
ARTICLE VIII AMENDMENTS
14

Section 8.1 Amendments
14

 
 
ARTICLE IX FORUM SELECTION
14

Section 9.1 Forum Selection
14

Section 9.2 Personal Jurisdiction
14



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ARTICLE I

OFFICES AND RECORDS

Section 1.1 Delaware Office . The registered office of the Corporation in the State of Delaware shall be located in the City of Wilmington, County of New Castle.

Section 1.2 Other Offices . The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time require.

Section 1.3 Books and Records . The books and records of the Corporation may be kept at the Corporation’s headquarters in Alpharetta, Georgia or at such other locations outside the State of Delaware as may from time to time be designated by the Board of Directors.


ARTICLE II

STOCKHOLDERS

Section 2.1 Annual Meeting . The annual meeting of the stockholders of the Corporation shall be held at such date, place and/or time as may be fixed by resolution of the Board of Directors.

Section 2.2 Special Meeting . Special meetings of stockholders of the Corporation may be called only by the Chairman of the Board or the Chief Executive Officer or by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board. For purposes of these Amended and Restated Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previ-ously authorized directorships.

Section 2.3 Place of Meeting . The Board of Directors may designate the place of meeting for any meeting of the stockholders. If no designation is made by the Board of Directors, the place of meeting shall be the principal office of the Corporation.

Section 2.4 Notice of Meeting . Except as otherwise required by law, written, printed or electronic notice stating the place, day and hour of the meeting and the purposes for which the meeting is called shall be prepared and delivered by the Corporation not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally, by mail, or in the case of stockholders who have consented to such delivery, by electronic transmission (as such term is defined in the Delaware General Corporation Law), to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. mail with postage thereon prepaid, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation. Notice given by electronic transmission shall be effective (A) if by facsimile, when faxed to a number where the stockholder has consented to receive notice; (B) if by electronic mail, when mailed electronically to an electronic mail address at which the stockholder has consented to receive such notice; (C) if by posting on an electronic network together with a separate notice of such posting,


upon the later to occur of (1) the posting or (2) the giving of separate notice of the posting; or (D) if by other form of electronic communication, when directed to the stockholder in the manner consented to by the stockholder. Meetings may be held without notice if all stockholders entitled to vote are present (except as otherwise provided by law), or if notice is waived by those not present. Any previously scheduled meeting of the stockholders may be postponed and (unless the Corporation’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) otherwise provides) any special meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.

Section 2.5 Quorum and Adjournment . Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the voting power of the outstanding shares of the Corporation entitled to vote generally in the election of directors, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series voting separately as a class or series, the holders of a majority of the voting power of the shares of such class or series shall constitute a quorum for the transaction of such business for the purposes of taking action on such business. No notice of the time and place of adjourned meetings need be given provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting and provided further that the time or place of the adjourned meeting is announced at the meeting at which the adjournment is taken.

Section 2.6 Proxies . At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or as may be permitted by law, or by his duly authorized attorney-in-fact. Such proxy must be filed with the Secretary of the Corporation or his representative, or otherwise delivered telephonically or electronically as set forth in the applicable proxy statement, at or before the time of the meeting.

Section 2.7 Notice of Stockholder Business and Nominations .

A. Nominations of persons for election to the Board of Directors and the proposal of business to be transacted by the stockholders may be made at an annual meeting of stockholders (1) pursuant to the Corporation’s notice with respect to such meeting, (2) by or at the direction of the Board of Directors or (3) by any stockholder of record of the Corporation who was a stockholder of record at the time of the giving of the notice provided for in the following paragraph, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this Section 2.7.

B. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to paragraph (A)(3) of this Section 2.7, (1) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (2) such business must be a proper matter for stockholder action under the Delaware General Corporation Law, (3) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a Solicitation Notice, as that term is defined in subclause (c)(iii) of this paragraph, such stockholder or beneficial owner must, in the case of a proposal, have delivered prior to the meeting a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered prior to the meeting a proxy statement and form of

2

proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice and (4) if no Solicitation Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this section. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than forty-five (45) or more than seventy-five (75) days prior to the first anniversary (the “Anniversary”) of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if no proxy materials were mailed by the Corporation in connection with the preceding year’s annual meeting, or if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (x) the 90th day prior to such annual meeting or (y) the 10th day following the day on which public announcement of the date of such meeting is first made. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such person’s written consent to serve as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class and number of shares of the Corporation that are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).

C. Notwithstanding anything in the second sentence of paragraph (B) of this Section 2.7 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board made by the Corporation at least fifty-five (55) days prior to the Anniversary, a stockholder’s notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

D. Only persons nominated in accordance with the procedures set forth in this Section 2.7 shall be eligible to serve as directors and only such business shall be conducted at an annual meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.7. The chair of the meeting shall have the power and the duty to

3

determine whether a nomination or any business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposed business or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

E. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or (2) by any stockholder of record of the Corporation who is a stockholder of record at the time of giving of notice provided for in this paragraph, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.7. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice required by paragraph (B) of this Section 2.7 shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.

F. For purposes of this Section 2.7, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

G. Notwithstanding the foregoing provisions of this Section 2.7, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 2.7. Nothing in this Section 2.7 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 2.8 Procedure for Election of Directors . Election of directors at all meetings of the stockholders at which directors are to be elected shall be by written ballot, and, except as otherwise set forth in the Certificate of Incorporation with respect to the right of the holders of any series of Preferred Stock or any other series or class of stock to elect additional directors under specified circumstances, a plurality of the votes cast thereat shall elect directors. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all matters other than the election of directors submitted to the stockholders at any meeting shall be decided by a majority of the votes cast affirmatively or negatively.

Section 2.9 Inspectors of Elections .

A. The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the Corporation, to act at the meeting and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to

4

act, or if all inspectors or alternates who have been appointed are unable to act, at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by the Delaware General Corporation Law.

Section 2.10 Conduct of Meetings .

A. The Chief Executive Officer shall preside at all meetings of the stockholders. In the absence of the Chief Executive Officer, the Chairman of the Board shall preside at a meeting of the stockholders. In the absence of the Chief Executive Officer or the Chairman of the Board, the President shall preside at a meeting of the stockholders. In the absence of each of the Chief Executive Officer, the Chairman of the Board and the President, the Secretary shall preside at a meeting of the stockholders. In the anticipated absence of all officers designated to preside over the meetings of stockholders, the Board of Directors may designate an individual to preside over a meeting of the stockholders.

B. The chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

C. The Board of Directors may, to the extent not prohibited by law, adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may to the extent not prohibited by law include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof and (v) limitations on the time allotted to questions or comments by participants. Unless, and to the extent, determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 2.11 No Consent of Stockholders in Lieu of Meeting . Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. Notwithstanding the foregoing, (A) the stockholders holding Series A Preferred Stock (as defined in the Certificate of Designation of Series A Convertible Preferred Stock filed by the Corporation with the Secretary of State of the State of Delaware (the “Series A Certificate of Designation”)), may take any exclusive action required or permitted to be taken by the stockholders holding Series A Preferred Stock of the Corporation as set forth in the Series A Certificate of Designation

5

by written consent at any time and (B) the stockholders holding Series B Preferred Stock (as defined in the Certificate of Designation of Series B Convertible Preferred Stock filed by the Corporation with the Secretary of State of the State of Delaware (the “Series B Certificate of Designation”)), may take any exclusive action required or permitted to be taken by the stockholders holding Series B Preferred Stock of the Corporation as set forth in the Series B Certificate of Designation by written consent at any time.


ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by the Certificate of Incorporation or by these Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

Section 3.2 Number, Tenure and Qualifications . Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. The directors, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be divided into three classes pursuant to the Certificate of Incorporation. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election.

Section 3.3 Regular Meetings . The Board of Directors may, by resolution, provide the time and place for the holding of regular meetings of the Board of Directors.

Section 3.4 Special Meetings . Special meetings of the Board of Directors shall be called at the request of the Chairman of the Board, the Chief Executive Officer or a majority of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of the meetings.

Section 3.5 Action By Unanimous Consent of Directors . The Board of Directors may take action without the necessity of a meeting by unanimous consent of directors. Such consent may be in writing or given by electronic transmission, as such term is defined in the Delaware General Corporation Law.

Section 3.6 Notice . Notice of any special meeting shall be given to each director at his business or residence in writing, or by telegram, facsimile transmission, telephone communication or electronic transmission (provided, with respect to electronic transmission, that the director has consented to receive the form of transmission at the address to which it is directed). If mailed, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days before such meeting. If by telegram, such notice shall be deemed

6

adequately delivered when the telegram is delivered to the telegraph company at least twenty-four (24) hours before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be transmitted at least twenty-four (24) hours before such meeting. If by telephone, the notice shall be given at least twelve (12) hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these Bylaws as provided under Section 8.1 of Article VIII hereof. A meeting may be held at any time without notice if all the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting.

Section 3.7 Conference Telephone Meetings . Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.8 Quorum . A whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.9 Vacancies . Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created director-ships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise provided by law or by resolu-tion of the Board of Directors, be filled only by a majority vote of the directors then in office, though less than a quorum (and not by stockholders), and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been chosen expires or until such director’s successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

Section 3.10 Committees .

A. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no committee shall have power

7

or authority in reference to the following matters: (1) approving, adopting or recommending to stockholders any action or matter required by law to be submitted to stockholders for approval or (2) adopting, amending or repealing any bylaw.

B. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to these Bylaws.

Section 3.11 Removal . Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.


ARTICLE IV

OFFICERS

Section 4.1 Elected Officers . The elected officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, a Secretary, a Treasurer, and such other officers as the Board of Directors from time to time may deem proper. The Chairman of the Board shall be chosen from the directors. All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof.

Section 4.2 Election and Term of Office . The elected officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Subject to Section 4.7 of these Bylaws, each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign.

Section 4.3 Chairman of the Board . The Chairman of the Board shall preside at all meetings of the Board.

Section 4.4 Chief Executive Officer . The Chief Executive Officer shall be the general manager of the Corporation, subject to the control of the Board of Directors, and as such shall, subject to Section 2.10 (A) hereof, preside at all meetings of stockholders, shall have general supervision of the affairs of the Corporation, shall sign or countersign or authorize another officer to sign all certificates, contracts, and other instruments of the Corporation as authorized by the Board of Directors, shall make reports to the Board of Directors and stockholders, and shall perform all such other duties as are incident to such office or are properly required by the Board of Directors.


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Section 4.5 President . The President shall be the chief operating officer of the corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer unless the Board of Directors provides otherwise.

Section 4.6 Secretary . The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman of the Board, the Chief Executive Officer, the President or by the Board of Directors, upon whose request the meeting is called as provided in these Bylaws. He shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. He shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President, and attest to the same.

Section 4.7 Treasurer . The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors the Chairman of the Board, the Chief Executive Officer or the President, taking proper vouchers for such disbursements. The Treasurer shall render to the Chairman of the Board, the Chief Executive Officer, the President and the Board of Directors, whenever requested, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board of Directors shall prescribe.

Section 4.8 Removal . Any officer elected by the Board of Directors may be removed by the Board of Directors whenever, in their judgment, the best interests of the Corporation would be served thereby. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his successor, his death, his resignation or his removal, whichever event shall first occur, except as otherwise provided in an employment contract or an employee plan.

Section 4.9 Vacancies . A newly created office and a vacancy in any office because of death, resignation, or removal may be filled by the Board of Directors for the unexpired portion of the term at any meeting of the Board of Directors.

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ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Section 5.1 Stock Certificates and Transfers .

A. Unless the Board of Directors has determined that some or all of any or all classes or series of stock shall be uncertificated shares, the interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock. The shares of the stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

B. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.


ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification . Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), where the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided , however , that, except as provided in Section

10

6.3 hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 6.2 Right to Advancement of Expenses . The right to indemnification conferred in Section 6.1 shall include the right to be paid by the Corporation the expenses incurred in defending any proceeding for which such right to indemnification is applicable in advance of its final disposition (hereinafter an “advancement of expenses”); provided , however , that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.

Section 6.3 Right of Indemnitee to Bring Suit . The rights to indemnification and to the advancement of expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (A) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (B) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section 6.3 or otherwise shall be on the Corporation.


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Section 6.4 Non-Exclusivity of Rights . The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under the Certificate of Incorporation, these Amended and Restated Bylaws, or any statute, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.5 Insurance . The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6.6 Amendment of Rights. Any amendment, alteration or repeal of this Article VI that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

Section 6.7 Indemnification of Employees and Agents of the Corporation . The Corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification, and to the advancement of expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Section with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.


ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Fiscal Year . The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year.

Section 7.2 Dividends . The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation.

Section 7.3 Seal . The corporate seal shall have inscribed the name of the Corporation thereon and shall be in such form as may be approved from time to time by the Board of Directors.

Section 7.4 Waiver of Notice . Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the Delaware General Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders of the Board of Directors need be specified in any waiver of notice of such meeting.


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Section 7.5 Audits . The accounts, books and records of the Corporation shall be audited upon the conclusion of each fiscal year by an independent certified public accountant selected by the Board of Directors, and it shall be the duty of the Board of Directors to cause such audit to be made annually.

Section 7.6 Resignations . Any director or any officer, whether elected or appointed, may resign at any time by serving written notice of such resignation on the Chairman of the Board, the Chief Executive Officer or the Secretary, or by submitting such resignation by electronic transmission (as such term is defined in the Delaware General Corporation Law), and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board, the Chief Executive Officer, or the Secretary or at such later date as is stated therein. No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.

Section 7.7 Contracts . Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, any contracts or other instruments may be executed and delivered in the name and on the behalf of the Corporation by such officer or officers of the Corporation as the Board of Directors may from time to time direct. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the President or any Vice President may execute bonds, contracts, deeds, leases and other instruments to be made or executed for or on behalf of the Corporation. Subject to any restrictions imposed by the Board of Directors or the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of the Corporation may delegate contractual powers to others under his jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 7.8 Proxies . Unless otherwise provided by resolution adopted by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or any Vice President may from time to time appoint any attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock and other securities of such other corporation or other entity, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.


ARTICLE VIII

AMENDMENTS

Section 8.1 Amendments . Subject to the provisions of the Certificate of Incorporation, these Bylaws may be adopted, amended or repealed at any meeting of the Board of Directors by a

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resolution adopted by a majority of the Whole Board, provided notice of the proposed change was given in the notice of the meeting in a notice given no less than twenty-four (24) hours prior to the meeting. Subject to the provisions of the Certificate of Incorporation, the stockholders shall also have the power to adopt, amend or repeal these Bylaws, provided that notice of the proposed change was given in the notice of the meeting and provided further that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by the Certificate of Incorporation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of these Bylaws.

ARTICLE IX

FORUM SELECTION

Section 9.1 Forum Selection . Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (3) any action arising pursuant to any provision of the DGCL or the Certificate of Incorporation or these Bylaws (as either may be amended from time to time), or (4) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 9.1.

Section 9.2 Personal Jurisdiction . If any action the subject matter of which is within the scope of Section 9.1 immediately above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 9.1 immediately above (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.


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CERTIFICATE OF SECRETARY OF
ALIMERA SCIENCES, INC.
The undersigned, Richard S. Eiswirth, Jr., hereby certifies that he is the duly elected and acting Secretary of Alimera Sciences, Inc., a Delaware corporation (the “Corporation”), and that the Amended and Restated Bylaws attached hereto constitute the Amended and Restated Bylaws of said Corporation as duly adopted by the Directors on November 4, 2015.
IN WITNESS WHEREOF , the undersigned has hereunto subscribed his name this 4th day of November, 2015.
/s/ Richard S. Eiswirth, Jr.     
Richard S. Eiswirth, Jr.
Secretary


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Exhibit 99.1




Alimera Sciences Reports Third Quarter 2015 Financial Results


Record revenue for the quarter of $6.9 million, a 188% year over year increase

Specific J-code for ILUVIEN® is now posted

Company to host conference call today at 4:30 p.m. EST

ATLANTA, November 5, 2015 /PRNewswire/ -- Alimera Sciences, Inc. (NASDAQ: ALIM) (Alimera), a pharmaceutical company that specializes in the research, development and commercialization of prescription ophthalmic pharmaceuticals, today announced financial results for the third quarter ended September 30, 2015.

“ILUVIEN® continued to see growing demand in the U.S. during the quarter which has enabled us to achieve significant overall sales growth of 188% from the same period of 2014,” said Dan Myers, Alimera president and chief executive officer. “As we had anticipated, the market opportunity in the U.S. is significant for Alimera, and we believe we are only seeing the beginning of what the Company will be able to accomplish. Importantly, a specific J-code for ILUVIEN has been posted and will be available on January 1, 2016. This should streamline the reimbursement process for both our current and potential customers. We anticipate that this will have a meaningful, positive impact on our sales in 2016.”


Third Quarter 2015 Financial Results

Consolidated net revenue increased by approximately $4.5 million, or 188%, to approximately $6.9 million for the three months ended September 30, 2015, compared to net revenue of approximately $2.4 million for the three months ended September 30, 2014. This increase was primarily driven by the launch of ILUVIEN in the U.S. late in the first quarter of 2015.

Revenue in the U.S. increased 32% sequentially from approximately $3.8 million in the second quarter of 2015 to approximately $5.0 million in the third quarter of 2015 as a result of continued acceptance of ILUVIEN by U.S. retinal physicians. Due to the launch of ILUVIEN late in the first quarter of 2015, there were no ILUVIEN sales in the U.S. in the third quarter 2014.

International revenue decreased by approximately $500,000, or 21%, to approximately $1.9 million for the three months ended September 30, 2015, compared to approximately $2.4 million for the three months ended September 30, 2014. The decrease was primarily attributable to decreases in the value of the British pound sterling and the Euro that impacted reported revenue by $290,000 and lower sales volume in Germany compared to the prior year.

We expect fourth quarter revenues to be affected by the typical seasonality, as well as a lack of clarity about the possible impact of the now announced J-code in the U.S. This may cause some doctors to postpone treatment until the J-code is available in January 2016. As a result, we expect full year 2015 revenue to be in the low $20.0 million dollar range. We believe that the specific J-code reimbursement will drive additional use and market acceptance of ILUVIEN, and therefore we expect significant growth in 2016.



Consolidated cost of goods sold, excluding depreciation and amortization was approximately $630,000 for the three months ended September 30, 2015, compared to approximately $370,000 for the three months ended September 30, 2014. This increase was primarily driven by the increase in sales of ILUVIEN.

Consolidated research, development and medical affairs expenses for the third quarter of 2015 remained consistent at approximately $4.1 million compared to approximately $4.1 million in the third quarter of 2014.

Consolidated general and administrative expenses for the third quarter of 2015 compared to the third quarter of 2014 remained relatively flat at approximately $3.0 million.

Consolidated sales and marketing expenses for the three months ended September 30, 2015 increased by approximately $3.4 million, or 97%, to approximately $6.9 million, compared to approximately $3.5 million for the three months ended September 30, 2014. This increase was primarily driven by the U.S. commercial team that was built in the first quarter of 2015 to support the launch of ILUVIEN in the U.S.

GAAP net loss applicable to common stockholders for the three months ended September 30, 2015 was approximately $1.5 million, compared with GAAP net loss applicable to common stockholders of approximately $7.0 million for the three months ended September 30, 2014. GAAP net loss attributable to common stockholders for the three months ended September 30, 2015 and 2014 was affected by certain non-cash items, including changes in the fair value of a derivative warrant liability, unrealized foreign currency gains and losses, and reserves for potential inventory expiration. GAAP basic and diluted net loss per share for the three months ended September 30, 2015 was $(0.03) per share, based on 44,436,224 weighted average shares outstanding, compared with GAAP basic and diluted net loss per share for the three months ended September 30, 2014 of $(0.17) per share based on 41,062,814 weighted average shares outstanding.

Non-GAAP adjusted net loss attributable to common stockholders for the three months ended September 30, 2015 was $9.6 million, compared to a non-GAAP adjusted net loss attributable to common stockholders for the three months ended September 30, 2014 of $8.9 million. Non-GAAP adjusted basic and diluted loss per share for the three months ended September 30, 2015 and 2014 were $(0.21) per share and $(0.22) per share, respectively. Net loss for basic and diluted weighted average shares outstanding attributable to common stockholders per share and non-GAAP adjusted net loss attributable to common stockholders per share was based on 44,436,224 weighted average shares outstanding for the three months ended September 30, 2015 and 41,062,814 weighted average shares outstanding for the three months ended September 30, 2014.

Reconciliations of GAAP cost of goods sold to non-GAAP adjusted costs of goods sold, GAAP gross profit to non-GAAP adjusted gross profit, GAAP net loss attributable to common stockholders to non-GAAP adjusted net loss attributable to common stockholders and GAAP net loss per share to non-GAAP adjusted net loss per share is included below in the table titled "Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures."

As of September 30, 2015, Alimera had cash and cash equivalents of approximately $39.3 million.

Conference Call to be Held Today

Alimera will hold a conference call today at 4:30 p.m. EST to discuss these results and provide commercial and other business updates. Dan Myers, President and Chief Executive Officer, and Rick Eiswirth, Chief Operating Officer and Chief Financial Officer, will host the conference call.

To participate in the call, please dial (877) 369-6586 (U.S. and Canada) or (253) 237-1165 (International). A live webcast will be available on the Investor Relations section of the corporate website at http://www.alimerasciences.com.

A replay of the conference call will be available beginning on November 5, 2015 at 7:30 p.m. EST and ending on November 8, 2015 at 11:59 p.m. EST. The replay can be accessed by dialing (855) 859-2056 (U.S. and Canada) or


(404) 537-3406 (International), Conference ID Number: 69995882. A replay of the webcast will also be available on the corporate website.

About ILUVIEN

ILUVIEN is approved for marketing in Austria, Belgium, the Czech Republic, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Norway, Poland, Portugal, Spain, Sweden, the United Kingdom, and the U.S., and is commercially available in the U.S., the United Kingdom, Germany and Portugal.

ILUVIEN (fluocinolone acetonide intravitreal implant) 0.19 mg is a sustained release intravitreal implant approved in the U.S. to treat diabetic macular edema (DME) in patients who have been previously treated with a course of corticosteroids and did not have a clinically significant rise in intraocular pressure. In Europe, ILUVIEN is approved for vision impairment associated with chronic DME considered insufficiently responsive to available therapies. Each ILUVIEN implant is designed to release submicrogram levels of fluocinolone acetonide, a corticosteroid, for 36 months.
 
Corticosteroids have a history of effective use in treating ocular disease inflammation. ILUVIEN is injected in the back of the patient's eye with an applicator that employs a 25-gauge needle, which allows for a self-sealing wound. In the FAME™ Study, a phase 3 clinical study of ILUVIEN, the primary endpoint of improvement in vision of 15 letters or more was demonstrated at 24 months and the most frequently reported adverse drug reactions included cataract development and increased ocular pressure.

ILUVIEN Important Safety Information

Contraindications
•
ILUVIEN is contraindicated in patients with active or suspected ocular or periocular infections including most viral disease of the cornea and conjunctiva, including active epithelial herpes simplex keratitis (dendritic keratitis), vaccinia, varicella, mycobacterial infections and fungal diseases.
•
ILUVIEN is contraindicated in patients with glaucoma, who have cup to disc ratios of greater than 0.8.
•
ILUVIEN is contraindicated in patients with known hypersensitivity to any components of this product.

Warnings and Precautions

•
Intravitreal injections have been associated with endophthalmitis, eye inflammation, increased intraocular pressure, and retinal detachments. Patients should be monitored following the injection.
•
Use of corticosteroids may produce posterior subcapsular cataracts, increased intraocular pressure, glaucoma, and may enhance the establishment of secondary ocular infections due to bacteria, fungi, or viruses. Corticosteroids are not recommended to be used in patients with a history of ocular herpes simplex because of the potential for reactivation of the viral infection.
•
Patients in whom the posterior capsule of the lens is absent or has a tear are at risk of implant migration into the anterior chamber.

Adverse Reactions

•
In controlled studies, the most common adverse reactions reported were cataract development (ILUVIEN 82%; sham 50%) and intraocular pressure elevation of greater than 10 mmHg (ILUVIEN 34%; sham 10%).

Patients are advised to have follow-up eye examinations at appropriate intervals following treatment with ILUVIEN. For full prescribing information, log onto www.ILUVIEN.com.

To report suspected adverse reactions, contact Alimera Sciences, Inc. at 1-844-445-8843 or FDA at 1‑800-FDA-1088 or www.fda.gov/medwatch.



About Alimera Sciences, Inc.

Alimera Sciences, Inc., headquartered in Alpharetta, Georgia, is a pharmaceutical company that specializes in the research, development and commercialization of prescription ophthalmic pharmaceuticals. Alimera’s European operations are conducted from London by its subsidiary, Alimera Sciences Limited, which has offices in Aldershot, United Kingdom, Berlin, Germany and Lisbon, Portugal.

Non-GAAP Financial Measures

Alimera believes the metrics non-GAAP adjusted cost of goods sold, non-GAAP adjusted gross profit, non-GAAP adjusted net loss attributable to common stockholders and non-GAAP adjusted net loss per share are useful financial measures for investors in evaluating Alimera's performance for the periods presented. Non-GAAP adjusted net loss attributable to common stockholders and non-GAAP adjusted net loss per share exclude certain non-cash items. These non-GAAP metrics, however, are not measures of financial performance under GAAP and should not be considered a substitute for net loss attributable to common stockholders or net loss per share in accordance with GAAP and may not be comparable to similarly titled measures reported by other companies. Alimera's management believes that these non-GAAP metrics are useful supplements for it and investors to Alimera's GAAP financial information because these measures exclude non-cash items which management believes are not reflective of Alimera's operating results. These non-GAAP financial measures also facilitate management's internal comparison to Alimera's historical financial performance and the financial performance of other companies. However, non-GAAP financial measures should only be read in conjunction with financial information reported under GAAP when understanding Alimera's operating performance. For a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure, see the table below.

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, the ability of physicians to obtain reimbursement for ILUVIEN, including through the use of the specific J-code for ILUVIEN in 2016, future sales of ILUVIEN in the U.S., the ability of the J-code to drive use and market acceptance of ILUVIEN and expected total revenues for 2015 and 2016. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual results to differ materially from those projected in its forward-looking statements. Meaningful factors which could cause actual results to differ include, but are not limited to, uncertainty as to Alimera's ability to commercialize, and market acceptance of, ILUVIEN in the U.S. and Europe, including physicians’ ability to obtain reimbursement, the potential impact of the now announced J-code on U.S. revenues and seasonality as well as 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, 2014 and Alimera’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, which are on file with the Securities and Exchange Commission (SEC) and available on the SEC's website at http://www.sec.gov . Additional factors may also be set forth in those sections of Alimera’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, to be filed with the SEC in the fourth quarter of 2015. In addition to the risks described above and in Alimera's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, other unknown or unpredictable factors also could affect Alimera's results. There can be no assurance that the actual results or developments anticipated by Alimera will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Alimera. Therefore, no assurance can be given that the outcomes stated in such forward-looking statements and estimates will be achieved.

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 too heavily on the forward-looking statements Alimera makes or that are made on its behalf. These forward-looking statements 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.




Investor Contact:
The Ruth Group
David Burke
646-536-7009
dburke@theruthgroup.com



ALIMERA SCIENCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(in thousands, except share and per share data)
 
Three Months Ended,
September 30,
 
Nine Months Ended,
September 30,
 
2015
 
2014
 
2015
 
2014
 
(unaudited)
NET REVENUE
$
6,901

 
$
2,408

 
$
16,615

 
$
6,682

COST OF GOODS SOLD, EXCLUDING DEPRECIATION AND AMORTIZATION
(634
)
 
(372
)
 
(1,293
)
 
(1,312
)
GROSS PROFIT
6,267
 
 
2,036
 
 
15,322
 
 
5,370
 
 
 
 
 
 
 
 
 
RESEARCH, DEVELOPMENT AND MEDICAL AFFAIRS EXPENSES
4,078
 
 
4,145
 
 
11,222
 
 
8,840
 
GENERAL AND ADMINISTRATIVE EXPENSES
3,031
 
 
2,958
 
 
10,471
 
 
8,643
 
SALES AND MARKETING EXPENSES
6,949
 
 
3,476
 
 
21,003
 
 
9,763
 
DEPRECIATION AND AMORTIZATION
653
 
 
82
 
 
1,864
 
 
151
 
OPERATING EXPENSES
14,711
 
 
10,661
 
 
44,560
 
 
27,397
 
NET LOSS FROM OPERATIONS
(8,444
)
 
(8,625
)
 
(29,238
)
 
(22,027
)
 
 
 
 
 
 
 
 
INTEREST EXPENSE, NET AND OTHER
(1,317
)
 
(408
)
 
(3,590
)
 
(862
)
UNREALIZED FOREIGN CURRENCY LOSS, NET
(63
)
 
(255
)
 
(34
)
 
(457
)
CHANGE IN FAIR VALUE OF DERIVATIVE WARRANT LIABILITY
8,363
 
 
2,324
 
 
13,085
 
 
(2,752
)
LOSS ON EARLY EXTINGUISHMENT OF DEBT
—
 
 
—
 
 
—
 
 
(440
)
NET LOSS BEFORE TAXES
(1,461
)
 
(6,964
)
 
(19,777
)
 
(26,538
)
PROVISION FOR TAXES
(82
)
 
(45
)
 
(155
)
 
(114
)
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS
$
(1,543
)
 
$
(7,009
)
 
$
(19,932
)
 
$
(26,652
)
NET LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDERS - Basic and diluted
$
(0.03)

 
$
(0.17)

 
$
(0.45)

 
$
(0.68)

WEIGHTED AVERAGE SHARES OUTSTANDING - Basic and diluted
44,436,224
 
 
41,062,814
 
 
44,393,831
 
 
39,083,187
 


ALIMERA SCIENCES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
 
September 30,
2015
 
December 31,
2014
 
(unaudited)
 
 
CURRENT ASSETS:
 
 
 
 
 
Cash and cash equivalents
$
39,340

 
$
76,697
Accounts receivable, net
9,377
 
 
850
Prepaid expenses and other current assets
2,497
 
 
3,234
Inventory, net
1,716
 
 
1,734
Deferred financing costs
458
 
 
754
Total current assets
53,388
 
 
83,269
PROPERTY AND EQUIPMENT, net
2,587
 
 
1,653
INTANGIBLE ASSET, net
23,038
 
 
24,490
TOTAL ASSETS
$
79,013

 
$
109,412
 
 
 
 
 
 
CURRENT LIABILITIES:
 
 
 
 
 
Accounts payable
$
3,068

 
$
5,021
Accrued expenses
3,238
 
 
954
Accrued milestone payments
—
 
 
2,000
Outsourced services payable
213
 
 
1,466
Note payable
—
 
 
1,023
Capital lease obligations
218
 
 
11
Total current liabilities
6,737
 
 
10,475
NON-CURRENT LIABILITIES:
 
 
 
Derivative warrant liability
3,013
 
 
16,098
Note payable, net of discount — less current portion
34,448
 
 
33,065
Other non-current liabilities
1,454
 
 
255
COMMITMENTS AND CONTINGENCIES
 
 
 
STOCKHOLDERS’ EQUITY:
 
 
 
Preferred stock
 
 
 
Series A Convertible Preferred Stock
19,227
 
 
19,227
Series B Convertible Preferred Stock
49,568
 
 
49,568
Common stock
445
 
 
443
Additional paid-in capital
296,871
 
 
292,851
Common stock warrants
1,497
 
 
1,497
Accumulated deficit
(333,187)
 
 
(313,255)
Accumulated other comprehensive loss
(1,060)
 
 
(812)
TOTAL STOCKHOLDERS’ EQUITY
33,361
 
 
49,519
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
79,013

 
$
109,412


RECONCILIATION OF GAAP MEASURES TO NON-GAAP ADJUSTED MEASURES
(in thousands, except share and per share data)
 
Three Months Ended,
September 30,
 
Nine Months Ended,
September 30,
 
2015
 
2014
 
2015
 
2014
 
(Unaudited)
GAAP COST OF GOODS SOLD
$
(634)

 
$
(372)

 
$
(1,293)

 
$
(1,312)

Adjustments to costs of goods sold:
 
 
 
 
 
 
 
 
 
 
 
Reserve for potential product expiration
 
253

 
 
184

 
 
312

 
 
813

NON-GAAP ADJUSTED COST OF GOODS SOLD
$
(381)

 
$
(188)

 
$
(981)

 
$
(499)

 
 
 
 
 
 
 
 
 
GAAP GROSS PROFIT
$
6,267

 
$
2,036

 
$
15,322

 
$
5,370

Adjustments to gross profit:
 
 
 
 
 
 
 
 
 
 
Reserve for potential product expiration
 
253

 
 
184

 
 
312

 
 
813

NON-GAAP ADJUSTED GROSS PROFIT
$
6,520

 
$
2,220

 
$
15,634

 
$
6,183

 
 
 
 
 
 
 
 
 
GAAP NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
$
(1,543)

 
$
(7,009)

 
$
(19,932)

 
$
(26,652)

Adjustments to net loss:
 
 
 
 
 
 
 
 
 
 
 
Unrealized foreign currency loss, net
 
63

 
 
255

 
 
34

 
 
457

Loss on early extinguishment of debt
 
—

 
 
—

 
 
—

 
 
440

Change in fair value of derivative warrant liability
 
(8,363)

 
 
(2,324)

 
 
(13,085)

 
 
2,752

Reserve for potential product expiration
 
253

 
 
184

 
 
312

 
 
813

NON-GAAP ADJUSTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
$
(9,590)

 
$
(8,894)

 
$
(32,671)

 
$
(22,190)

 
 
 
 
 
 
 
 
 
GAAP NET LOSS PER SHARE - Basic and diluted
$
(0.03)

 
$
(0.17)

 
$
(0.45)

 
$
(0.68)

Adjustments to net loss:
 
 
 
 
 
 
 
 
 
 
 
Unrealized foreign currency loss, net
 
0.00

 
 
0.01

 
 
0.00

 
 
0.01

Loss on early extinguishment of debt
 
—

 
 
—

 
 
—

 
 
0.01

Change in fair value of derivative warrant liability
 
(0.19)

 
 
(0.06)

 
 
(0.29)

 
 
0.07

Reserve for potential product expiration
 
0.01

 
 
0.00

 
 
0.01

 
 
0.02

NON-GAAP ADJUSTED NET LOSS PER SHARE - Basic and diluted
$
(0.21)

 
$
(0.22)

 
$
(0.73)

 
$
(0.57)

 
 
 
 
 
 
 
 
 
WEIGHTED AVERAGE SHARES OUTSTANDING - Basic and diluted
44,436,224
 
 
41,062,814
 
 
44,393,831
 
 
39,083,187
 



ALIMERA SCIENCES, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(in thousands)
 
Three Months Ended
September 30, 2015
 
Three Months Ended
September 30, 2014
 
U.S.
 
International
 
Consolidated
 
U.S.
 
International
 
Consolidated
 
(Unaudited)
NET REVENUE
$
5,032

 
$
1,869

 
$
6,901

 
$
—

 
$
2,408

 
$
2,408

COST OF GOODS SOLD, EXCLUDING DEPRECIATION AND AMORTIZATION
(245
)
 
(389
)
 
(634
)
 
—

 
(372
)
 
(372
)
GROSS PROFIT
4,787

 
1,480

 
6,267

 
—

 
2,036

 
2,036

 
 
 
 
 
 
 
 
 
 
 
 
RESEARCH, DEVELOPMENT AND MEDICAL AFFAIRS EXPENSES
2,320

 
1,758

 
4,078

 
2,595

 
1,550

 
4,145

GENERAL AND ADMINISTRATIVE EXPENSES
1,712

 
1,319

 
3,031

 
1,788

 
1,170

 
2,958

SALES AND MARKETING EXPENSES
4,546

 
2,403

 
6,949

 
1,186

 
2,290

 
3,476

DEPRECIATION AND AMORTIZATION
639

 
14

 
653

 
82

 
—

 
82

OPERATING EXPENSES
9,217

 
5,494

 
14,711

 
5,651

 
5,010

 
10,661

NET LOSS FROM OPERATIONS
(4,430
)
 
(4,014
)
 
(8,444
)
 
(5,651
)
 
(2,974
)
 
(8,625
)
OTHER INCOME AND EXPENSES, NET
 
 
 
 
6,983

 
 
 
 
 
1,661

NET LOSS BEFORE TAXES
 
 
 
 
$
(1,461
)
 
 
 
 
 
$
(6,964
)

 
Nine Months Ended
September 30, 2015
 
Nine Months Ended
September 30, 2014
 
U.S.
 
International
 
Consolidated
 
U.S.
 
International
 
Consolidated
 
(Unaudited)
NET REVENUE
$
11,279

 
$
5,336

 
$
16,615

 
$
—

 
$
6,682

 
$
6,682

COST OF GOODS SOLD, EXCLUDING DEPRECIATION AND AMORTIZATION
(573
)
 
(720
)
 
(1,293
)
 
—

 
(1,312
)
 
(1,312
)
GROSS PROFIT
10,706

 
4,616

 
15,322

 
—

 
5,370

 
5,370

 
 
 
 
 
 
 
 
 
 
 
 
RESEARCH, DEVELOPMENT AND MEDICAL AFFAIRS EXPENSES
5,176

 
6,046

 
11,222

 
4,136

 
4,704

 
8,840

GENERAL AND ADMINISTRATIVE EXPENSES
6,080

 
4,391

 
10,471

 
5,103

 
3,540

 
8,643

SALES AND MARKETING EXPENSES
14,274

 
6,729

 
21,003

 
1,968

 
7,795

 
9,763

DEPRECIATION AND AMORTIZATION
1,819

 
45

 
1,864

 
151

 
—

 
151

OPERATING EXPENSES
27,349

 
17,211

 
44,560

 
11,358

 
16,039

 
27,397

NET LOSS FROM OPERATIONS
(16,643
)
 
(12,595
)
 
(29,238
)
 
(11,358
)
 
(10,669
)
 
(22,027
)
OTHER INCOME AND EXPENSES, NET
 
 
 
 
9,461

 
 
 
 
 
(4,511
)
NET LOSS BEFORE TAXES
 
 
 
 
$
(19,777
)
 
 
 
 
 
$
(26,538
)