Adam Morgan Form 4 ALIMERA SCIENCES / BALAJI VENKATARAMAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Morgan Adam

(Last) (First) (Middle)

6310 TOWN SQUARE, SUITE 400

(Street)

ALPHARETTA GA 30005

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALIMERA SCIENCES INC [ ALIM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	08/15/2023		C		4,845,392	A	$1.7	6,505,046	I	By Velan Capital Master Fund LP(2)
Common Stock(1)	08/15/2023		C		2,924,762	A	$2.1	9,429,808	I	By Velan Capital Master Fund LP(2)
Common Stock(1)	08/15/2023		C		4,178,725	A	$1.7	4,178,725	I	By Velan Capital SPV I LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock(4)	$1.7(4)	08/15/2023		C			8,117(4)	(5)	(4)(5)	Common Stock	4,845,392(5)	(4)	0	I	By Velan Capital Master Fund LP(2)
Series B Convertible Preferred Stock(4)	$1.7(4)	08/15/2023		C			7,000(4)	(5)	(4)(5)	Common Stock	4,178,725(5)	(4)	0	I	By Velan Capital SPV I LLC(3)
Series B Convertible Preferred Stock(6)	$2.1(6)	08/15/2023		C			6,000(6)	(5)	(5)(6)	Common Stock	2,924,762(5)	(6)	0	I	By Velan Capital Master Fund LP(2)

1. Name and Address of Reporting Person^*

Morgan Adam

(Last) (First) (Middle)

6310 TOWN SQUARE, SUITE 400

(Street)

ALPHARETTA GA 30005

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Velan Capital Investment Management LP

(Last) (First) (Middle)

1055B POWERS PLACE

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Velan Capital Master Fund LP

(Last) (First) (Middle)

1055B POWERS PLACE

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Velan Capital SPV I LLC

(Last) (First) (Middle)

1055B POWERS PLACE

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Velan Capital Holdings LLC

(Last) (First) (Middle)

1055B POWERS PLACE

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Velan Capital Management LLC

(Last) (First) (Middle)

1055B POWERS PLACE

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VENKATARAMAN BALAJI

(Last) (First) (Middle)

1055B POWERS PLACE

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Velan Capital SPV I LLC ("Velan SPV"), Velan Capital Holdings LLC ("Velan GP"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Adam Morgan and Balaji Venkataraman (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. Securities owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan Master.

3. Securities owned directly by Velan SPV. As the managing member of Velan SPV, Velan GP may be deemed to beneficially own the securities owned directly by Velan SPV. As the investment manager of Velan SPV, Velan Capital may be deemed to beneficially own the securities owned directly by Velan SPV. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan SPV. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan SPV.

4. Velan Master purchased 8,117 shares of Series B Convertible Preferred Stock of the Issuer (the "Series B Preferred Stock") and Velan SPV purchased 7,000 shares of the Series B Preferred Stock in the Tranche 2 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "SPA") and the Certificate of Designation of the Series B Preferred Stock (as amended, the "Certificate of Designation"). The conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70 at the time of the Mandatory Conversion (as defined below).

5. Pursuant to the terms of the SPA, prior to the conclusion of the Company Stockholders Meeting (as defined in the SPA), the Series B Preferred was not convertible into shares of the Issuer's Common Stock or any other security of the Issuer. Once stockholder approval of the transaction was obtained at the Company Stockholders Meeting, the Issuer designated August 15, 2023 as the day on which all of the outstanding shares of Series B Preferred Stock would automatically convert into shares of Common Stock at the applicable conversion price (the "Mandatory Conversion"), plus accrued and unpaid dividends, subject to the terms and conditions set forth in the Certificate of Amendment to the Certificate of Designation of the Series B Preferred Stock of the Issuer that was filed with the Secretary of State of the State of Delaware on August 1, 2023.

6. Velan Master purchased 6,000 shares of Series B Preferred Stock in the Tranche 1 Closing (as defined below) pursuant to the terms of the SPA and the Certificate of Designation. The conversion price of the Series B Preferred Stock issued on March 24, 2023 (the "Tranche 1 Closing") was $2.10 at the time of the Mandatory Conversion.

	/s/ Adam Morgan	08/17/2023
	Velan Capital Investment Management LP, By: Velan Capital Management LLC, its general partner, By: /s/ Adam Morgan, managing member	08/17/2023
	Velan Capital Master Fund LP, By: Velan Capital Holdings LLC, its general partner, By: /s/ Adam Morgan, managing member	08/17/2023
	Velan Capital SPV I LLC, By: Velan Capital Holdings LLC, its managing member, By: /s/ Adam Morgan, managing member	08/17/2023
	Velan Capital Holdings LLC, By: /s/ Adam Morgan, managing member	08/17/2023
	Velan Capital Management LLC, By: /s/ Adam Morgan, managing member	08/17/2023
	/s/ Balaji Venkataraman	08/17/2023
	** Signature of Reporting Person	Date
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