As filed with the Securities and Exchange Commission on October 29, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S‑8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
___________________
ALIMERA SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
| 20-0028718 (IRS Employer Identification No.) |
6120 Windward Parkway, Suite 290
Alpharetta, GA 30005
(Address of principal executive offices) (Zip Code)
___________________
ALIMERA SCIENCES, INC. 2019 OMNIBUS INCENTIVE PLAN
ALIMERA SCIENCES, INC. 2010 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
___________________
Richard S. Eiswirth, Jr.
President and Chief Executive Officer
6120 Windward Parkway, Suite 290
Alpharetta, GA 30005
(Name and address of agent for service)
(678) 990-5740
(Telephone number, including area code, of agent for service)
Copies to:
Charles D. Vaughn | Christopher S. Visick |
Nelson Mullins Riley & Scarborough LLP | Vice President and General Counsel |
Atlantic Station, Suite 1700 | 6120 Windward Parkway, Suite 290 |
201 17th Street NW | Alpharetta, GA 30005 |
Atlanta, GA 30363 | (678) 990-5740 |
(404) 322-6000 |
|
___________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | |
Non-accelerated filer ☒ | Smaller reporting company ☒ | |
| Emerging Growth Company ☐ | |
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 7(a)(2)(B) of the Securities Act | ☐ |
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CALCULATION OF REGISTRATION FEE
|
| (1) |
|
|
|
|
|
|
Title of Securities to be Registered |
|
Amount to be Registered (1) |
| Proposed Maximum Offering Price per Share (2) |
| Proposed Maximum Aggregate Offering Price (2) |
|
Amount of Registration Fee |
Common Stock, $0.01 par value – 2019 Omnibus Incentive Plan |
| 1,000,000 (3) |
| $4.52 |
| $4,520,000.00 |
| $419.01 |
Common Stock, $0.01 par value – 2010 Employee Stock Purchase Plan |
| 13,812 (4) |
| $4.52 |
| $62,430.24 |
| $5.79 |
Total |
| 1,013,812 |
| N/A |
| $4,582,430.24 |
| $424.80 |
_______________________________
(1) | The shares registered hereunder include: (a) an additional 1,000,000 shares of the Common Stock, $0.01 par value (“Common Stock”), of Alimera Sciences, Inc. (the “Company” or the “registrant”) reserved for issuance pursuant to the Alimera Sciences, Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”); and (b) 13,812 shares of Common Stock reserved for issuance pursuant to the Alimera Sciences, Inc. 2010 Employee Stock Purchase Plan (the “2010 ESPP”). This Registration Statement also covers any additional shares of Common Stock that become issuable under the 2019 Plan or the 2010 ESPP by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of Common Stock. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of 1933, as amended (the “Securities Act”). The offering price per share and aggregate offering price for the shares of Common Stock are based upon the average of the high and low prices of the Common Stock as reported on The Nasdaq Global Market on October 26, 2021. |
(3) | Represents 1,000,000 shares of Common Stock that were added to the shares of Common Stock authorized for issuance under the 2019 Plan under an amendment approved by the Company’s stockholders on June 15, 2021. |
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INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plans are effective. This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plan are effective.
Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of:
(a) | the Registration Statement on Form S-8 relating to the Alimera Sciences, Inc. 2019 Omnibus Incentive Plan filed with the SEC on June 19, 2019 (File No. 333-232206); and |
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EXHIBIT INDEX
|
|
Exhibit Number | Exhibit |
4.1 | |
4.2 | |
5.1 | Opinion and consent of Nelson Mullins Riley & Scarborough LLP |
23.1 | Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm |
23.2 | Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1) |
24.1 | |
99.1 | |
99.2 | |
99.3 | |
99.4 | |
99.5 | UK Sub-Plan to the Alimera Sciences, Inc. 2019 Omnibus Incentive Plan |
99.6 | |
99.7 | |
99.8 | |
99.9 |
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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alpharetta, State of Georgia on this 29th day of October, 2021.
| ALIMERA SCIENCES, INC. | |
|
|
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| By: | /s/ Richard S. Eiswirth, Jr. |
|
| Richard S. Eiswirth, Jr. |
|
| President and Chief Executive Officer |
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The undersigned officers and directors of Alimera Sciences, Inc., a Delaware corporation, do hereby constitute and appoint Richard S. Eiswirth, Jr., J. Philip Jones, and Christopher S. Visick, and any of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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|
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Signature | Title | Date |
/s/ Richard S. Eiswirth, Jr. Richard S. Eiswirth, Jr. | President, Chief Executive Officer and Director (Principal Executive Officer) | October 29, 2021 |
/s/ J. Philip Jones J. Philip Jones | Chief Financial Officer (Principal Financial and Accounting Officer) | October 29, 2021 |
/s/ C. Daniel Myers C. Daniel Myers | Chairman of the Board of Directors | October 29, 2021 |
/s/ James R. Largent James R. Largent | Lead Independent Director | October 29, 2021 |
/s/ Brian K. Halak Brian K. Halak, Ph.D. | Director | October 29, 2021 |
/s/ Garheng Kong Garheng Kong, M.D., Ph.D. | Director | October 29, 2021 |
/s/ Peter J. Pizzo, III Peter J. Pizzo, III | Director | October 29, 2021 |
/s/ John Snisarenko John Snisarenko | Director | October 29, 2021 |
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