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): April 21, 2020
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
ALIM
The Nasdaq Stock Market LLC
(Nasdaq Global Market)

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 1.01. Entry into a Material Definitive Agreement.

On April 22, 2020, Alimera Sciences, Inc. (“Alimera”) received approximately $1.8 million in support (the “PPP Loan”) from the U.S. federal government under the Paycheck Protection Program established as part of the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act. The PPP Loan is unsecured and is evidenced by a note in favor of HSBC Bank USA, National Association (“HSBC”) as the lender (the “Note”), and is governed by a Loan Agreement with HSBC (the “Loan Agreement”), which are filed as Exhibit 10.16 and Exhibit 10.17, respectively, to this current report on Form 8-K and incorporated by reference herein.

The interest rate on the Note is 1.0% per annum. Payments of principal and interest are deferred for 180 days from the date of the Note (the deferral period). The Paycheck Protection Program provides a mechanism for forgiveness of up to the full amount borrowed as long as Alimera uses the loan proceeds during the eight-week period after the loan origination for eligible purposes, including U.S. payroll costs, certain benefits costs, rent and utilities costs, and maintains its employment and compensation levels, subject to certain other requirements and limitations. The amount of loan forgiveness is subject to reduction, among other reasons, if Alimera terminates employees or reduces salaries or wages during the eight-week period. Any unforgiven portion of the PPP Loan is payable over a two-year term, with payments deferred during the deferral period. Alimera is permitted to prepay the Note at any time without payment of any premium. The Note contains customary events of default, including, among others, those relating to failure to make a payment, bankruptcy, material defaults on other indebtedness, breaches of representations, and material adverse changes.

Also as of April 21, 2020, in connection with the PPP Loan, Alimera entered into a Consent to Loan and Security Agreement (the “Consent”) under its December 31, 2019 $45 million Loan and Security Agreement (the “Solar Loan Agreement”) with Solar Capital Ltd. (“Solar Capital”), as Collateral Agent, and the parties signing the Solar Loan Agreement from time to time as Lenders, including Solar Capital in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”). Pursuant to the Consent, Solar Capital consented as Collateral Agent and a Lender, and the other Lenders consented as Lenders, to the indebtedness incurred under the PPP Loan, subject to certain conditions, including Alimera’s covenant to comply with specified provisions of the CARES Act, Alimera’s confirmation of the accuracy of its representations and warranties in the Solar Loan Agreement and related documents and a release in favor of the Collateral Agent and the Lenders. The Consent is filed as Exhibit 10.14.D to this current report on Form 8-K and incorporated by reference herein.

The description above is only a summary of the material provisions of the PPP Loan, the Note, the Loan Agreement and the Consent and is qualified in its entirety by reference to copies of each of the Note, the Loan Agreement and the Consent, which are filed as Exhibits 10.16, 10.17 and 10.14.D, respectively, to this current report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed in Item 1.01 above is incorporated herein by reference.

Item 7.01. Regulation FD.

Alimera issued a press release regarding the PPP Loan on the date of this Report. The full text of the press release is furnished as Exhibit 99.1 to this Report.



1



Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits





2



SIGNATURES

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


 
ALIMERA SCIENCES, INC.
 
 
Dated: April 23, 2020
By:
/s/ J. Philip Jones
 
Name:
J. Philip Jones
 
Title:
Chief Financial Officer


3



U.S. Small Business Administration
SCANNEDPPPLOANDOCUMEN_IMAGE1.JPG
U.S. Small Business Administration
NOTE


SBA Loan #
91441371-07
 
SBA Loan Name
Alimera Sciences Inc.
 
Date
April 21, 2020
 
Loan Amount
$1,777,502.00
 
Interest Rate
1.00%
 
Borrower
Alimera Sciences Inc.
 
Operating
Company
N/A
 
Lender
HSBC Bank USA, National Association

1.PROMISE TO PAY:
In return for the Loan, Borrower promises to pay to the order of Lender the amount of
$1,777,502.00
interest on the unpaid principal balance, and all other amounts required by this Note.
2. DEFINITIONS:
"Loan" means the loan evidenced by this Note.
"Loan Documents" means the documents related to this loan signed by Borrower.
"SBA" means the Small Business Administration, an Agency of the United States of America.

SBA Form 147 (06/03/02) Version 4.1        Page 1/6


3.    PAYMENT TERMS:
Borrower must make all payments at the place Lender designates. The payment terms for this Note are:

The maturity date of this Note is two (2) years from the date of the disbursement of the Loan to Borrower.    All remaining principal, interest and other amounts that remain due and owing under this Note shall be paid by Borrower to Lender on the maturity date.
The interest rate is fixed at 1.00% per year. The interest rate may only be changed in accordance with SOP 50 10. Interest shall accrue commencing on the date of disbursement of the Loan to Borrower.
Commencing on the 180th day following the date of disbursement of the Loan to Borrower, Borrower must pay eighteen level monthly principal and interest payments in an amount equal to an amount to be determined by Lender in its sole and absolute discretion based on the actual principal amount of the Loan, plus any capitalized interest outstanding at the end of the six month deferment period commencing on the date of funding, and taking into account any
reductions in the principal amount due to forgiveness of a portion of the Loan, if any. Interest accrued during the six month deferment period will be capitalized as principal and then amortized as set forth in the preceding sentence.
Interest shall be calculated on the basis of twelve (12) thirty (30) day months and a three hundred sixty (360) day year.
Lender will apply cach installment payment first to pay interest accrued to the day Lender receives the payment, then to pay any late fees, then to bring principal current.
Conditional Loan Forgiveness:
The Loan evidenced by this Note was made by Lender to Borrower under the Paycheck Protection Program (15 U.S.C. §636(a)(36)) enacted by Congress under the Coronavirus Aid, Relief and Economic Security Act (the "Act"). The Act (including the guidance issued by SBA and U.S. Department of the Treasury related thereto) provides that all or a portion of this Loan may be forgiven upon request from Borrower to Lender, provided the Loan proceeds are used in accordance with the terms of the Act, Borrower is not in default under the Loan or any of the Loan Documents, and Borrower has provided documentation to Lender supporting such request for forgiveness that includes verifiable information on Borrower's use of the Loan proceeds, to Lender's satisfaction, in its sole and absolute discretion.
Loan Prepayment:
Notwithstanding any provision in this Note to the contrary:
Borrower may prepay this Note. Borrower may prepay 20 percent or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20 percent and the Loan has been sold on the secondary market, Borrower must:
Give Lender written notice;
Pay all accrued interest; and
If the prepayment is received less than 21 days from the date Lender receives the notice, pay an amount equal to 21 days' interest from the date lender receives the notice, less any interest accrued during the 21 days and paid under subparagraph b., above.
If Borrower does not prepay within 30 days from the date Lender receives the notice, Borrower must give Lender a new notice.



SBA Form 147 (06/03/02) Version 4.1        Page 2/6


4. DEFAULT:
Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower:
A.
Fails to do anything required by this Note and other Loan Documents;
B.
Defaults on any other loan with Lender;
C.
Does not preserve, or account to Lender's satisfaction for, any of the Collateral or its proceeds;
D.
Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;
E.
Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;
F.
Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower's ability to pay this Note;
G.
Fails to pay any taxes when due;
H.
Becomes the subject of a proceeding under any bankruptcy or insolvency law;
I.
Has a receiver or liquidator appointed for any part of their business or property;
J.
Makes an assignment for the benefit of creditors;
K.
Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower's ability to pay this Note;
L.
Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent; or
M.
Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this Note.
5.    LENDER'S RIGHTS IF THERE IS A DEFAULT:
Without notice or demand and without giving up any of its rights, Lender may:
A.
Require immediate payment of all amounts owing under this Note;
B.
Collect all amounts owing from any Borrower;
C.
File suit and obtain judgment;
6.    LENDER'S GENERAL POWERS:
Without notice and without Borrower's consent, Lender may:
A.
Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan
Document. Among other things, the expenses may include payments
for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney's fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;
B.
Release anyone obligated to pay this Note;


SBA Form 147 (06/03/02) Version 4.1        Page 3/6


7.WHEN FEDERAL LAW APPLIES:
When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.
8.SUCCESSORS AND ASSIGNS:
Under this Note, Borrower includes its successor, and Lender includes its successors and assigns.
9.    GENERAL PROVISIONS:
A.
All individuals and entities signing this Note are jointly and severally liable.
B.
Borrower waives all suretyship defenses.
C.
Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender's liens on Collateral.
D.
Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender
may delay or forgo enforcing any of its rights without giving up any of them.
E.
Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.
F.
If any part of this Note is unenforceable, all other parts remain in effect.
G.
To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee;

SBA Form 147 (06/03/02) Version 4.1        Page 4/6


10. STATE-SPECIFIC PROVISIONS:
A. Electronic Signatures. Borrower and Lender agree that the electronic signature(s), whether digital or encrypted, of Borrower included in this Note, if any, are intended to authenticate this writing and to have the same force and effect as manual ("wet ink") signatures. The term "electronic signature" means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or electronic mail (e-mail) electronic signatures pursuant to the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309) as amended from time to time. Without limiting the generality of the foregoing, delivery of an executed counterpart's signature page of this Note, by facsimile, electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as physical delivery of the paper ("wet ink") document bearing original signature of this Note.



SBA Form 147 (06/03/02) Version 4.1        Page 5/6


11. BORROWER'S NAME(S) AND SIGNATURE(S):
By signing below, each individual or entity becomes obligated under this Note as Borrower.

Borrower:
Alimera Sciences Inc.


SCANNEDPPPLOANDOCUMEN_IMAGE2.JPG

By: Phil Jones (Apr 21, 2020)
Name: John Philip Jones
Authorized Signatory


SBA Form 147 (06/03/02) Version 4.1        Page 6/6

Exhibit 10.17

HSBC
LOAN AGREEMENT
THIS LOAN AGREEMENT ("Agreement") is made on April 21, 2020    , between Alimera Sciences Inc. (the
"Borrower") and HSBC BANK USA, NATIONAL ASSOCIATION ("Bank"), a national banking association organized under the laws of the United States of America identified in the SBA Approval issued by the U.S. Small Business Administration ("SBA") to Bank. SBA Loan Number 91 441 371-07 ("Authorization").
SBA has authorized a guaranty of a loan from Bank to Borrower under the Paycheck Protection Program (15 U.S.C. § 636(a)(36)) (the "Act") in the original principal amount of $1,777,502.00 (the "Loan") under the terms set forth in the Authorization.
The Borrower and the Bank hereby agree as follows, in consideration of the promises set forth in this Agreement. and subject to the terms and conditions of the Authorization and SBA's Participating Lender Rules as defined in the Guarantee Agreement between the Bank and the SBA:
Subject to the terms and conditions of this Agreement, Bank agrees to make the Loan if Borrower complies with the following "Borrower Requirements". Borrower must:
a.
Provide Bank with all certifications, documents or other information Bank is required by the Authorization to obtain from Borrower or any third party;
b.
Execute a note and any other documents required by Bank;
c.
Complies with the terms and conditions of this Agreement; and
d.
Do everything necessary for Bank to comply with the terms and conditions of the Loan.
2.    Borrower represents and warrants, as of the date hereof, that:
a.
Borrower was in business as of February 15, 2020. and for any Borrower who is not a natural person, had employees for which Borrower paid salaries, wages, or the equivalent and for which Borrower paid payroll taxes;
b.
Borrower has reviewed the Act and represents, warrants and certifies to Bank that Borrower is an eligible applicant under the Act and the guidance promulgated by SBA and U.S. Department of Treasury related thereto;
c.
The information provided in the application for the Loan and the information provided in all supporting documents and forms is true and accurate. If Borrower submitted a scanned, signed copy then Borrower is deemed by the execution of this document to have re-executed its application electronically within the guidelines set forth by the SBA for electronic signatures. Borrower acknowledges that knowingly making a false statement to obtain a guaranteed loan from SBA is punishable under 18 USC 1001 and 3571 by imprisonment of not more than five years and/or a fine of up to $250,000; under 15 USC 645 by imprisonment of not more than two years and/or a fine of not more than $5,000; and, if submitted to a Federally insured institution, under 18 USC 1014 by imprisonment of not more than thirty years and/or a fine of not more than $1,000.000;
d.
The amount of the Loan was calculated using tax documentation and other supporting documentation provided by Borrower to Bank. Borrower hereby represents and warrants that any and all tax documents are identical to those submitted by Borrower to the IRS and that the information contained in any supporting documentation submitted to Bank is true, correct and complete:


Page 1 of 6


e.
Borrower shall use the Loan only for payroll costs, interest on mortgages, rent, and utilities and Borrower shall use account no. 152795693 to facilitate application of the Loan towards the approved costs: and
f.
Borrower has suffered an adverse impact to its business as a result of the COVID-19 pandemic and intends to use the proceeds of the Loan to retain employees and maintain its payroll.
g.
The execution, delivery and performance of this Agreement, the U.S. Small Business Administration Note evidencing the Loan, and all other documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.
3.    Borrower hereby acknowledges and agrees to the following:
a.
Any forgiveness of the Loan amount, in full or in part, is contingent on Borrower using the Loan only for the purposes identified in this Agreement and in accordance with the rules and guidelines set forth in the Act;
b.
Any request made by Borrower to Bank for forgiveness of the Loan, in full or in part, shall include documentation verifying the use of Loan proceeds towards permitted uses under the Act, satisfactory to Bank it its sole discretion;
c.
Any and all information and supporting documentation provided by Borrower to Bank is and shall be true, accurate and complete in all respects;
d.
Bank is entitled to, and shall, rely on documentation, certifications and attestations of the Borrower in connection with the determination of Borrower's eligibility for the Loan, the Loan amount and the amount of the Loan eligible for forgiveness
4.    The Borrower hereby agrees to the following additional covenants:
a.
None of the Borrower, any of its subsidiaries, or any director, officer, employee, agent, or affiliate of the Borrower or any of its subsidiaries, is a Person that is, or is owned or controlled by Persons that are: (i) the target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, the Hong Kong Monetary Authority or other relevant sanctions authority (collectively, "Sanctions") or (ii) located, organized or resident in a country or territory that is the target of Sanctions, including, currently, the Crimea Region, Cuba, Iran, North Korea and Syria. Furthermore, the Borrower and its subsidiaries are in compliance, in all material respects, with all applicable anti-money laundering rules and regulations.
b.
None of the Borrower, not to the knowledge of the Borrower, any director, officer, agent, employee, affiliate or other Person acting on behalf of the Borrower or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of any applicable anti-bribery law, including, but not limited to, the United Kingdom Bribery Act 2010 (the "UK Bribery Act") and the U.S. Foreign Corrupt Practices Act of 1977 (the "FCPA"). Furthermore, the Borrower and, to the knowledge of the Borrower, its affiliates have conducted their businesses in compliance with the UK Bribery Act, the FCPA and similar laws, rules or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
c.
No portion of any loan is to be used (i) for the purpose of purchasing or carrying any "margin security" or "margin stock" as such terms are used in Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. 221 and 224 (ii) for primarily personal, family or household purposes (iii) to fund, directly or indirectly, any activity or business of or with any Person, or in any country or territory. that, at the time of


Page 2 of 6


such funding, is the target of Sanctions or in any other manner that would result in a violation of Sanctions by any Person or (iv) to make any payment, directly or indirectly, that could constitute a violation of any anti-bribery laws.
d.
Borrower will furnish to Bank from time to time, such financial data and information about Borrower as Bank may reasonably request, including, without limitation, information regarding the use of proceeds of the Loan.
e.
The Borrower will maintain its existence in good standing and comply with all laws and regulations of the United States and of any state or states thereof and of any political subdivision thereof, and of any governmental authority which may be applicable to it or to its business; provided that this covenant shall not apply to any tax, assessment or charge which is being contested in good faith and with respect to which reserves have been established and are being maintained.
Borrower will promptly pay all real and personal property taxes, assessments and charges and all franchise, income, unemployment, retirement benefits, withholding, sales and other taxes assessed against it or payable by it before delinquent; provided that this covenant shall not apply to any tax assessment or charge which is being contested in good faith and with respect to which reserves have been established and are being maintained.
5.    The terms and conditions of this Agreement:
a.
Are binding on Borrower and its successors and assigns; and
b.
Will remain in effect after the closing of the Loan.
6.
Failure to abide by any of the terms of this Agreement will constitute an event of default under the note and other loan documents.
If Borrower defaults on the Loan and the SBA suffers a loss, the name of the Borrower will be referred for listing in the CAIVRS database, which may affect their eligibility for further financial assistance.
8.
The Borrower shall indemnify, defend and hold the Bank and any Bank Affiliate and their directors, officers, employees, agents and attorneys (each an "Indemnitee") harmless of and from any claim brought or threatened against any Indemnitee by the Borrower, any guarantor or endorser of its obligations, or any other person (as well as from reasonable attorneys' fees and expenses in connection therewith) on account of the Bank's relationship with the Borrower, or any guarantor or endorser of the obligations (each of which may be defended, compromised, settled or pursued by the Bank with counsel of the Bank's election, but at the expense of the Borrower), except for any claim arising out of the gross negligence or willful misconduct of the Bank. The within indemnification shall survive payment of the obligations, and/or any termination, release or discharge executed by the Bank in favor of the Borrower.
9.
Notices. Any notices under or pursuant to this Agreement shall be deemed duly received and effective if delivered in hand to any officer or agent of the Borrower or Bank, or if mailed by registered or certified mail, return receipt requested, or by nationally recognized overnight courier, addressed to the Borrower or Bank at the address set forth in this Agreement or as any party may from time to time designate by written notice to the other party.
10.
Governing Law. This Agreement shall be governed by the laws of the State of New York without giving effect to the conflicts of laws principles thereof.
11.
Taxes. Any and all payments made to the Bank pursuant to a note, this Agreement or any of the other Loan Documents shall be made free and clear of. and without deductions or withholdings for, or on account of, any present or future taxes, duties. levies, imposts, charges. compulsory loans, assessments, or other deductions or withholdings whatsoever, and all liabilities with respect thereto (other than franchise taxes and taxes imposed on or measured by the Bank's net income, receipts, capital or net worth), imposed at any time by any authority having power to tax in any jurisdiction


Page 3 of 6


worldwide (such deductions or withholdings being hereinafter referred to as "Taxes"), unless the deduction or withholding of such Taxes is required by any applicable law. If any Taxes are required by applicable law to be deducted or withheld from any payment hereunder, the Borrower shall (i) increase the amount payable as is necessary so that, after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts payable under this paragraph), the Bank shall receive an amount equal to the amount it would have received had no deductions or withholdings been made. (ii) the Borrower shall make such deductions or withholdings. and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law. Within 30 days after the date of payment of any taxes or other amounts deducted or withheld, the Borrower shall furnish the Bank with an official receipt (or certified copy thereof) or other documentation reasonably acceptable to the Bank evidencing such payment. Further. the Borrower shall indemnify the Bank from and against any and all Taxes (irrespective of when imposed) and any liability, including, without limitation, any related interest, penalties and expenses. that may become payable by the Bank as a consequence of the Borrower's failure to perform any of its obligations under this Section, whether or not such Taxes or liability were correctly or legally asserted. Payment pursuant to this indemnification shall be made upon written demand therefor. The Borrower shall pay (or if appropriate, reimburse the Bank for) any stamp, documentary or similar taxes or any other excise, intangible or property taxes, charges or similar levies (and any interest or penalty relating thereto) imposed at any time which arise from. or otherwise with respect to, any payment made under a Note or from execution, delivery or registration of a Note, this Agreement or any of the other Loan Documents.
12.
USA Patriot Act and Beneficial Ownership Regulation. The Bank is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Patriot Act") and the requirements of 31 C.F.R. Sec. 1010.230 (the "Beneficial Ownership Regulation") and hereby notifies Borrower that pursuant to the requirements of the Patriot Act and the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name, address and beneficial ownership of the Borrower and other information and applicable certifications that will allow the Bank to identify the Borrower in accordance with the requirements of the Patriot Act and the Beneficial Ownership Regulation. Promptly following any request therefor, Borrower will provide information, documentation and certifications reasonably requested by the Bank for purposes of compliance with applicable "know your customer" and anti-money laundering rules and regulations. including, without limitation. the Patriot Act (as hereinafter defined) and the Beneficial Ownership Regulation (as hereinafter defined). Any information, documentation or certification provided by the Borrower as required by the Patriot Act (as hereinafter defined), the Beneficial Ownership Regulation (as hereinafter defined) or any other anti-money laundering rules and regulations is true and correct in all respects
13.
Jurisdiction and Venue. Borrower irrevocably submits to the nonexclusive jurisdiction of any Federal or state court sitting in New York, over any suit, action or proceeding arising out of or relating to this Agreement. Borrower irrevocably waives, to the fullest extent it may effectively do so under applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that the same has been brought in an inconvenient forum. Borrower hereby consents to any and all process which may be served in any such suit. action or proceeding, (i) by mailing a copy thereof by registered and certified mail, postage prepaid, return receipt requested, to the Borrower's address shown in this Agreement or as notified to the Bank and (ii) by serving the same upon the Borrower in any other manner otherwise permitted by law, and agrees that such service shall in every respect be deemed effective service upon Borrower.
14.
JURY WAIVER. THE BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, THE OBLIGATIONS, ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE, OR HAS NOT BEEN, WAIVED. THE BORROWER CERTIFIES THAT NEITHER THE BANK NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.


Page 4 of 6


15.
Electronic Signatures. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement, if any. are intended to authenticate this writing and to have the same force and effect as manual signatures. The term "electronic signature" means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. Without limiting the generality of the foregoing, delivery of an executed counterpart's signature page of this Agreement, by facsimile, electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement.
16.
Further Assurances. Borrower will from time to time execute and deliver to Bank such documents, and take or cause to be taken, all such other or further action, as Bank may request in order to effect and confirm or vest more securely in Bank all rights contemplated by this Agreement and the other loan documents (including, without limitation, to correct clerical errors), to demonstrate that Borrower was properly authorized to enter into the Loan pursuant to its governing loan documents, or to comply with applicable statute or law.
[SNATURE PAGE FOLLOWS]



Page 5 of 6


IN WITNESS WHEREOF, Borrower has signed this Agreement effective as of the date first written above.




BORROWER:

Alimera Sciences Inc.
SCANNEDPPPLOANDOCUMEN_IMAGE3.JPG
By:
Phil Jones (Apr 21, 2020)
 
 
Name: John Philip Jones
 
 
Authorized Signatory
 


Page 6 of 6

Exhibit 10.14.D

EXECUTION VERSION
CONSENT TO LOAN AND SECURITY AGREEMENT
THIS CONSENT TO LOAN AND SECURITY AGREEMENT (this “Consent”), dated as of April 21, 2020, by and among Solar Capital Ltd., a Maryland corporation, (“Solar”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), the lenders party hereto including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Alimera Sciences, Inc., a Delaware corporation (“Borrower”).
W I T N E S S E T H:
WHEREAS, Borrower, Lenders, and Collateral Agent are parties to that certain Loan and Security Agreement, dated as of December 31, 2019 (as amended hereby and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which the Lenders and Collateral Agent have agreed to provide to Borrower certain loans in accordance with the terms and conditions thereof;
WHEREAS, Borrower has requested that Collateral Agent and the Lenders consent to permit Borrower's incurrence of unsecured Indebtedness in the form of one payroll protection plan loan issued under Section 7(a) of the Small Business Act, as modified by the Coronavirus Aid, Relief, and Economic Security Act (Public Law No. 116-136) (the “CARES Act”), in an aggregate outstanding principal amount not to exceed One Million Seven Hundred Seventy-Seven Thousand Five Hundred Two Dollars ($1,777,502) at any time and applied for by Borrower on or prior to December 31, 2020 (the “PPP Loan”);
WHEREAS, Collateral Agent and the Lenders are willing to agree to such request, subject to and in accordance with the terms and conditions set forth in this Consent.
NOW, THEREFORE, in consideration of the premises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, the Lenders and Collateral Agent hereby agree as follows:
1.RECITALS; DEFINITIONS. The foregoing recitals, including all terms defined therein, are incorporated herein and made a part hereof. All capitalized terms used but not otherwise defined herein have the meanings given such terms in the Loan Agreement.
2.    CONSENT. In accordance with Section 12.5 of the Loan Agreement and subject to the other terms and conditions set forth herein, Collateral Agent and the Lenders hereby consent and Borrower hereby agrees that notwithstanding the terms of Section 7.4 of the Loan Agreement, Borrower shall be permitted to incur Indebtedness consisting of the PPP Loan; provided that (a) such Indebtedness in the form of the PPP Loan shall comply in all material respects with the applicable requirements of the CARES Act, (b) the proceeds of such PPP Loan shall be used only for the purposes permitted under Section 1102 of the CARES Act and in accordance with any guidance issued by the Small Business Administration thereunder, (c) Borrower shall use commercially reasonable efforts to comply with Section 1106 of the CARES Act to obtain forgiveness of the PPP Loan to the extent provided thereunder, (d) the terms and conditions of the PPP Loan shall be otherwise reasonably satisfactory to Collateral Agent and the Lenders, and shall not contain any terms or conditions that are adverse to Collateral Agent's and the Lenders' rights under the Loan Agreement (including with respect to collateral, priority, preference and repayment terms), (e) the PPP loan shall be subject to Collateral Agent's written approval in its reasonable discretion prior to the closing thereof, and (f) any material modification to the PPP loan shall be subject to Collateral Agent's written approval.
3.    CONDITIONS TO EFFECTIVENESS. This Consent shall become effective upon satisfaction of each of the conditions specified below:


US-DOCS\115365391.8

(a)    Collateral Agent shall have received one or more counterparts of this Consent, duly executed, completed and delivered by Collateral Agent, each Lender and Borrower;
(b)    immediately before and immediately after giving effect to this Consent, no Event of Default shall have occurred and be continuing;
(c)    Borrower shall have agreed to pay in the ordinary course all fees, costs and expenses due and payable as of the date hereof under the Loan Agreement and the other Loan Documents; and
(d)    Collateral Agent shall have received all other documents and instruments as Collateral Agent or any Lender may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Consent.
4.    REPRESENTATIONS AND WARRANTIES. To induce Collateral Agent and the Lenders to enter into this Consent, Borrower hereby confirms, as of the date hereof, (a) that the representations and warranties made by it in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof, provided, further, that to the extent such representations and warranties by their terms expressly relate only to a prior date such representations and warranties shall be true and correct as of such prior date; (b) that there has not been and there does not exist a Material Adverse Change; (c) Collateral Agent and the Lenders have and shall continue to have valid, enforceable and perfected first-priority liens, subject only to Permitted Liens, on and security interests in the Collateral and all other collateral heretofore granted by Borrower to Collateral Agent and the Lenders pursuant to the Loan Documents or otherwise granted to or held by Collateral Agent and the Lenders; (d) the agreements and obligations of Borrower contained in the Loan Documents and in this Consent constitute the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by the application of general principles of equity; and (e) the execution, delivery and performance of this Consent by Borrower will not violate any law, rule, regulation, order, material contractual obligation or organizational document of Borrower and will not result in, or require, the creation or imposition of any lien, claim or encumbrance of any kind on any of its properties or revenues. For the purposes of this Section, each reference in Section 5 of the Loan Agreement to “this Agreement,” and the words “hereof,” “herein,” “hereunder,” or words of like import in such Section, shall mean and be a reference to the Loan Agreement as amended by this Consent.
5.    LOAN DOCUMENTS OTHERWISE NOT AFFECTED; REAFFIRMATION; NO NOVATION.
(a)    Except as expressly amended pursuant hereto or referenced herein, the Loan Agreement and the other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects. The Lenders’ and Collateral Agent’s execution and delivery of, or acceptance of, this Consent shall not be deemed to create a course of dealing or otherwise create any express or implied duty by any of them to provide any other or further amendments, consents or waivers in the future.
(b)    Borrower hereby expressly (1) reaffirms, ratifies and confirms its Obligations under the Loan Agreement and the other Loan Documents, (2) reaffirms, ratifies and confirms the grant of security under Section 4 of the Loan Agreement, (3) reaffirms that such grant of security in the Collateral secures all Obligations under the Loan Agreement, and with effect from (and including) the date hereof, such grant of security in the Collateral: (x) remains in full force and effect notwithstanding the consent expressly referenced herein; and (y) secures all Obligations under the Loan Agreement, as amended by this Consent, and the other Loan Documents, (4) agrees that this Consent shall be a “Loan Document” under the Loan Agreement, and


US-DOCS\115365391.8

(5) agrees that the Loan Agreement and each other Loan Document shall remain in full force and effect following any action contemplated in connection herewith.
(c)    This Consent is not a novation and the terms and conditions of this Consent shall be in addition to and supplemental to all terms and conditions set forth in the Loan Documents. Nothing in this Consent is intended, or shall be construed, to constitute an accord and satisfaction of Borrower’s Obligations under or in connection with the Loan Agreement and any other Loan Document or to modify, affect or impair the perfection or continuity of Collateral Agent’s security interest in, (for the ratable benefit of the Secured Parties) security titles to or other liens on any Collateral for the Obligations.
6.    CONDITIONS. For purposes of determining compliance with the conditions specified in Error! Reference source not found., each Lender that has signed this Consent shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Collateral Agent shall have received notice from such Lender prior to date hereof specifying its objection thereto.
7.    RELEASE. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Consent, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
8.    NO RELIANCE. Borrower hereby acknowledges and confirms to Collateral Agent and the Lenders that Borrower is executing this Consent on the basis of its own investigation and for its own reasons without reliance upon any agreement, representation, understanding or communication by or on behalf of any other Person.
9.    COSTS AND EXPENSES. Borrower agrees to pay to Collateral Agent within ten (10) days of its receipt of an invoice (or on the date hereof to the extent invoiced on or prior to the date hereof), the out-of-pocket costs and expenses of Collateral Agent and the Lenders party hereto, and the fees and disbursements of counsel to Collateral Agent and the Lenders party hereto (including reasonable allocated costs of internal counsel), in connection with the negotiation, preparation, execution and delivery of this Consent and any other documents to be delivered in connection herewith on the date hereof or after such date.
10.    BINDING EFFECT. This Consent binds and is for the benefit of the successors and permitted assigns of each party.


US-DOCS\115365391.8

11.    GOVERNING LAW. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
12.    COMPLETE AGREEMENT; AMENDMENTS. This Consent and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Consent and the Loan Documents merge into this Consent and the Loan Documents.
13.    SEVERABILITY OF PROVISIONS. Each provision of this Consent is severable from every other provision in determining the enforceability of any provision.
14.    COUNTERPARTS. This Consent may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Consent. Delivery of an executed counterpart of a signature page of this Consent by facsimile, portable document format (.pdf) or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof.
15.    LOAN DOCUMENTS. This Consent and the documents related thereto shall constitute Loan Documents.
16.    ELECTRONIC EXECUTION OF CERTAIN OTHER DOCUMENTS. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Consent and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by Collateral Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
[Balance of Page Intentionally Left Blank; Signature Pages Follow]



US-DOCS\115365391.8

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered as of the day and year specified at the beginning hereof.

BORROWER:
ALIMERA SCIENCES, INC.
By: /s/ Richard S. Eiswirth Jr.    
Name: Richard S. Eiswirth Jr.
Title: CEO & President



[Signature Page to Consent to Loan and Security Agreement (PPP Loan)]


COLLATERAL AGENT AND LENDER:
SOLAR CAPITAL LTD.

By: /s/ Anthony J. Storino    
Name: Anthony J. Storino
Title: Authorized Signatory


[Signature Page to Consent to Loan and Security Agreement (PPP Loan)]


LENDERS:
SUNS SPV LLC

By: /s/ Anthony J. Storino    
Name: Anthony J. Storino
Title: Authorized Signatory


SCP PRIVATE CREDIT INCOME FUND SPV, LLC

By: /s/ Anthony J. Storino    
Name: Anthony J. Storino
Title: Authorized Signatory


SCP PRIVATE CREDIT INCOME BDC SPV LLC

By: /s/ Anthony J. Storino    
Name: Anthony J. Storino
Title: Authorized Signatory


SCP PRIVATE CORPORATE LENDING FUND SPV LLC

By: /s/ Anthony J. Storino    
Name: Anthony J. Storino
Title: Authorized Signatory


SCP SF DEBT FUND L.P.

By: /s/ Anthony J. Storino    
Name: Anthony J. Storino
Title: Authorized Signatory

[Signature Page to Consent to Loan and Security Agreement (PPP Loan)]

Exhibit 99.1


ALIMPPPLOAN42120IMAGE1.JPG

FOR IMMEDIATE RELEASE


Alimera Sciences Receives $1.8 Million Loan
Under the Paycheck Protection Act

ATLANTA, April 23, 2020 -- Alimera Sciences, Inc. (Nasdaq: ALIM) (Alimera), a global pharmaceutical company that specializes in the commercialization and development of prescription ophthalmic pharmaceuticals for the treatment of retinal diseases, today announces it received on April 22, 2020 approximately $1.8 million in support from the federal government under the Paycheck Protection Program (PPP).

The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (CARES Act), provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly U.S. payroll costs of the qualifying business, calculated as provided under the PPP. The PPP also provides a mechanism for forgiveness of up to the full amount borrowed as long as the borrower uses the loan proceeds during the eight-week period after the loan origination for eligible purposes, including payroll costs, certain benefits costs, rent and utilities costs, and maintains its employment and compensation levels, subject to certain other requirements and limitations. The amount of loan forgiveness is subject to reduction, among other reasons, if the borrower terminates employees or reduces salaries or wages during the eight-week period. Alimera currently has no intention to reduce staffing levels, salaries or wages.

The PPP loan is unsecured and is evidenced by a note dated April 21, 2020 in favor of HSBC Bank USA, National Association as the lender. The interest rate on the note is 1.0% per annum. Payments of principal and interest are deferred for 180 days from the date of the note (the deferral period). Any unforgiven portion of the PPP loan is payable over a two-year term, with payments deferred during the deferral period. Alimera is permitted to prepay the note at any time without premium.

“Our employee base is critical to continuing to serve our physician customers both now and when this pandemic subsides. Therefore, we intend to retain all our staff during this crisis,” said Rick Eiswirth, Alimera’s President and Chief Executive Officer. “Receiving this funding from the federal government is very helpful to executing on this plan.”

About Alimera Sciences, Inc.
www.alimerasciences.com
Alimera Sciences is a pharmaceutical company that specializes in the commercialization and development of prescription ophthalmic pharmaceuticals. Alimera is presently focused on diseases affecting the back of the eye, or retina, because these diseases are not well treated with


current therapies and affect millions of people in our aging populations. For more information, please visit www.alimerasciences.com.
Forward Looking Statements
This press release may include “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, regarding, among other things, Alimera’s expectations regarding how it will use the PPP loan proceeds and its expectations regarding its staffing levels, salaries and wages. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change these expectations, and could cause actual results to differ materially from those projected in these forward-looking statements. Meaningful factors that could cause actual results to differ include, but are not limited to, uncertainties associated with:
(a)
Alimera’s ability to use the PPP loan proceeds for eligible purposes; and
(b) Alimera’s ability to maintain its current levels of staffing, salaries and wages, given the uncertain COVID-19 environment and the other factors cited or referred to in this paragraph, including the adverse effects of COVID-19, and its unpredictable duration, in the regions where we have customers, employees and distributors; and the adverse effect on sales of ILUVIEN® of (i) limitations on in-person access to physicians imposed by governments or healthcare facilities; and (ii) the unwillingness of patients to visit their physicians in person due to their fear of contracting COVID-19,
as well as the 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, 2019, which is on file with the SEC and available on the SEC’s website at http://www.sec.gov. Alimera undertakes no obligation to publicly update or revise any of the forward-looking statements made in this press release, whether as a result of new information, future events or otherwise, except as required by law. Therefore, you should not rely on these forward-looking statements as representing Alimera’s views as of any date after today.
For investor inquiries:


 

For media inquiries:

Scott Gordon
Jules Abraham
for Alimera Sciences 
for Alimera Sciences 
scottg@coreir.com 
julesa@coreir.com

# # #