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): February 8, 2024
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.) |
6310 Town Square, Suite 400
Alpharetta, Georgia 30005
(Address of principal executive offices, including 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:
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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 | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, par value $0.01 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 □
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. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 8, 2024, upon recommendation of the Compensation Committee of the Board of Directors (the “Board”) of Alimera Sciences, Inc. (the “Company”), the Board approved and adopted the 2024 Equity Inducement Plan (the “Equity Inducement Plan”), and subject to the adjustment provisions of the Equity Inducement Plan, reserved 800,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for issuance of equity awards under the Equity Inducement Plan.
The Equity Inducement Plan was approved and adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The Equity Inducement Plan provides for grants of nonstatutory stock options, restricted stock units (time- and performance-based), stock appreciation rights, and restricted shares (each, an “Inducement Award”). In addition, the Board also approved and adopted forms of Notice of Stock Option Award and Stock Option Agreement, Notice of Performance Stock Unit Award and Performance Stock Unit Agreement, and Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement for use with the Equity Inducement Plan. The terms and conditions of the Equity Inducement Plan are intended to comply with the Nasdaq inducement award rules.
In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, the only persons eligible to receive grants of Inducement Awards are individuals who were not previously employees or directors of the Company (or following a bona fide period of non-employment), as an inducement material to the individuals’ entry into employment with the Company.
The above description of the Equity Inducement Plan and forms of award agreement thereunder is not complete and is qualified in its entirety by reference to the text of the Equity Inducement Plan and its forms of award agreement, complete copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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 thereunto duly authorized.
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| ALIMERA SCIENCES, INC. |
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Date: February 9, 2024 | By: | /s/ Elliot Maltz |
| Name: | Elliot Maltz |
| Title: | Chief Financial Officer |
