8-K

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 12, 2019

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 1.02. Termination of a Material Definitive Agreement.

As previously disclosed, on October 24, 2019, Alimera Sciences, Inc., the registrant (“Alimera”), entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which Alimera had the right to sell to LPC up to $20.0 million of shares of Alimera’s common stock over the 36-month term of the Purchase Agreement, subject to certain limitations. As consideration for Lincoln Park’s commitment to purchase shares of common stock pursuant to the Purchase Agreement, Alimera issued 1,363,636 shares of its common stock to Lincoln Park on October 25, 2019 for no additional consideration.

Under the terms of the Purchase Agreement, LPC made an initial purchase of 2,000,000 shares of common stock at a price of $0.50 per share in cash, for an aggregate price of $1,000,000, on October 28, 2019. Alimera has not sold any additional shares of common stock to LPC since then.

On November 11, 2019, Alimera delivered notice to LPC pursuant to the Purchase Agreement terminating the Purchase Agreement after determining that it had no intention to conduct further sales to LPC under the Purchase Agreement. Under the terms of the Purchase Agreement, termination of the Purchase Agreement will be effective on November 12, 2019.

The summary of the terms of the Purchase Agreement set forth in Alimera’s Current Report on Form 8-K dated October 24, 2019 and filed with the SEC on October 25, 2019 is hereby incorporated by reference into this Current Report on Form 8-K (this “Report”).

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

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Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.
99.1	Press Release of Alimera Sciences, Inc. dated November 13, 2019

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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.

	ALIMERA SCIENCES, INC.
Dated: November 13, 2019	By:	/s/ J. Philip Jones
	Name:	J. Philip Jones
	Title:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
For press inquiries: Jules Abraham for Alimera Sciences 917-885-7378 julesa@coreir.com	For investor inquiries: Scott Gordon for Alimera Sciencesscottg@coreir.com

Alimera Sciences Terminates Equity Purchase Agreement

ATLANTA, November 13, 2019 – Alimera Sciences, Inc. (Nasdaq: ALIM) (“Alimera”), a leader in the commercialization and development of prescription ophthalmology treatments for the management of retinal diseases, announces that it has terminated its $20.0 million common stock purchase agreement with Lincoln Park Capital Fund, LLC (“LPC”), effective November 12, 2019. 

“After assessing our expectations for the remainder of this year and plans for 2020, we have made the decision to terminate our equity purchase agreement. Having completed the third quarter of 2019 at an annualized revenue run rate in excess of $50 million, we believe we have sufficient cash on hand to fund our operations throughout 2020” said Rick Eiswirth, president and CEO of Alimera. “Currently we believe that our common stock is significantly undervalued and we have no plans to issue equity at these levels. We continue to expand the usage of ILUVIEN both domestically and internationally and believe the best course of action is to continue to execute this plan without further dilution to our stockholders at this time. We appreciate the commitment from LPC and their initial investment of $1.0 million.”

Other than the initial investment, Alimera has not requested any additional purchases under the agreement.

About Alimera Sciences, Inc.

Alimera, founded in June 2003, is a pharmaceutical company that specializes in the commercialization and development of prescription ophthalmic pharmaceuticals for the management of retinal diseases. 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 will affect millions of people in our aging populations. For more information, please visit www.alimerasciences.com.

About ILUVIEN

ILUVIEN (fluocinolone acetonide intravitreal implant) 0.19 mg is a sustained release intravitreal implant, injected into the back of the eye. With its CONTINUOUS MICRODOSING^TM

technology, ILUVIENis designed to release submicrogram levels of fluocinolone acetonide, a corticosteroid, for up to 36 months, to reducethe recurrence of disease, enabling patients to maintain vision longer with fewer injections.ILUVIEN is approved in the U.S., Canada, Kuwait, Lebanon and the U.A.E 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 17 European countries, ILUVIEN is indicated for the treatment of vision impairment associated with chronic DME considered insufficiently responsive to available therapies. In March 2019, ILUVIEN received approval in the 17 countries under the Mutual Recognition Procedure for prevention of relapse in recurrent non-infectious uveitis affecting the posterior segment of the eye. The 17 European countries include the U.K., Germany, France, Italy, Spain, Portugal, Ireland, Austria, Belgium, Denmark, Norway, Finland, Sweden, Poland, Czech Republic, the Netherlands, and Luxembourg. The regulatory process is now in the national phase in which the European member states have finalized or are expected to finalize the label for the new indication to meet each country’s local requirements. Timeline to this goal varies by each country. ILUVIEN is not approved for treatment of uveitis in the United States.

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, Alimera’s expectations that it has sufficient cash on hand to fund its operations throughout 2020, its belief that it has no plans to issue equity at the current trading price of its common stock, its expectations regarding its expansion of the usage of ILUVIEN both domestically and internationally and its belief that the best course of action is to continue to execute this plan without further dilution to its stockholders at this time. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change them, and could cause actual results to differ materially from those projected in the forward-looking statements. Meaningful factors that could cause actual results to differ include, but are not limited to, (a) a slowdown or reduction in Alimera’s sales in due to a reduction in end user demand, unanticipated competition, regulatory issues, or other unexpected circumstances; and (b) other factors discussed in the “Special Note Regarding Forward-Looking Statements and Projections,” “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, 2018, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019, and September 30, 2019, which are on file with the Securities and Exchange Commission and available on its website at http://www.sec.gov.