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): September 16, 2019
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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ALIM
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The Nasdaq Stock Market LLC
(Nasdaq Global Market)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Bylaws
Effective September 16, 2019, the Board of Directors (the “Board”) of Alimera Sciences, Inc. (the “Company”), amended the Company’s Amended and Restated Bylaws (the “Bylaws”) by adding new second and third sentences to Section 2.5.
Pursuant to the amended Section 2.5, at a meeting of the stockholders, if a quorum shall not be present in person or represented by proxy, the stockholders entitled to vote at the meeting, present or represented will have the power to adjourn the meeting from time to time until a quorum shall be present or represented. At an adjourned meeting with a quorum present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.
The foregoing summary of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to the Bylaws, which is attached hereto as Exhibit 3.3 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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3.3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ALIMERA SCIENCES, INC.
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Dated: September 16, 2019
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By:
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/s/ J. Philip Jones
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Name:
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J. Philip Jones
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Title:
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Chief Financial Officer
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AMENDMENT NO. 1
TO THE AMENDED AND RESTATED BYLAWS
OF
ALIMERA SCIENCES, INC., A DELAWARE CORPORATION
The Amended and Restated Bylaws of Alimera Sciences, Inc. (the “Bylaws”) shall be amended by adding new second and third sentences to Section 2.5, so that Section 2.5 shall read in full as follows:
“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. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, until a quorum shall be present or represented. At an adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. 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.”
Except as herein amended, the provisions of the Bylaws shall remain in full force and effect.
AS APPROVED BY THE BOARD OF DIRECTORS, the effective date of this Amendment No. 1 to the Bylaws of Alimera Sciences, Inc. shall be September 16, 2019.