4//SEC Filing
VENKATARAMAN BALAJI 4
Accession 0000921895-23-002012
CIK 0001267602other
Filed
Aug 16, 8:00 PM ET
Accepted
Aug 17, 8:18 PM ET
Size
29.5 KB
Accession
0000921895-23-002012
Insider Transaction Report
Form 4
Morgan Adam
Director10% Owner
Transactions
- Conversion
Common Stock
2023-08-15$1.70/sh+4,845,392$8,237,166→ 6,505,046 total(indirect: By Velan Capital Master Fund LP) - Conversion
Common Stock
2023-08-15$2.10/sh+2,924,762$6,142,000→ 9,429,808 total(indirect: By Velan Capital Master Fund LP) - Conversion
Series B Convertible Preferred Stock
2023-08-15−6,000→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $2.10→ Common Stock (2,924,762 underlying) - Conversion
Common Stock
2023-08-15$1.70/sh+4,178,725$7,103,833→ 4,178,725 total(indirect: By LLC) - Conversion
Series B Convertible Preferred Stock
2023-08-15−8,117→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $1.70→ Common Stock (4,845,392 underlying) - Conversion
Series B Convertible Preferred Stock
2023-08-15−7,000→ 0 total(indirect: By LLC)Exercise: $1.70→ Common Stock (4,178,725 underlying)
Transactions
- Conversion
Common Stock
2023-08-15$2.10/sh+2,924,762$6,142,000→ 9,429,808 total(indirect: By Velan Capital Master Fund LP) - Conversion
Series B Convertible Preferred Stock
2023-08-15−7,000→ 0 total(indirect: By LLC)Exercise: $1.70→ Common Stock (4,178,725 underlying) - Conversion
Series B Convertible Preferred Stock
2023-08-15−6,000→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $2.10→ Common Stock (2,924,762 underlying) - Conversion
Common Stock
2023-08-15$1.70/sh+4,178,725$7,103,833→ 4,178,725 total(indirect: By LLC) - Conversion
Common Stock
2023-08-15$1.70/sh+4,845,392$8,237,166→ 6,505,046 total(indirect: By Velan Capital Master Fund LP) - Conversion
Series B Convertible Preferred Stock
2023-08-15−8,117→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $1.70→ Common Stock (4,845,392 underlying)
Velan Capital Master Fund LP
10% Owner
Transactions
- Conversion
Common Stock
2023-08-15$1.70/sh+4,845,392$8,237,166→ 6,505,046 total(indirect: By Velan Capital Master Fund LP) - Conversion
Common Stock
2023-08-15$2.10/sh+2,924,762$6,142,000→ 9,429,808 total(indirect: By Velan Capital Master Fund LP) - Conversion
Common Stock
2023-08-15$1.70/sh+4,178,725$7,103,833→ 4,178,725 total(indirect: By LLC) - Conversion
Series B Convertible Preferred Stock
2023-08-15−7,000→ 0 total(indirect: By LLC)Exercise: $1.70→ Common Stock (4,178,725 underlying) - Conversion
Series B Convertible Preferred Stock
2023-08-15−8,117→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $1.70→ Common Stock (4,845,392 underlying) - Conversion
Series B Convertible Preferred Stock
2023-08-15−6,000→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $2.10→ Common Stock (2,924,762 underlying)
Velan Capital SPV I LLC
10% Owner
Transactions
- Conversion
Series B Convertible Preferred Stock
2023-08-15−8,117→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $1.70→ Common Stock (4,845,392 underlying) - Conversion
Series B Convertible Preferred Stock
2023-08-15−6,000→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $2.10→ Common Stock (2,924,762 underlying) - Conversion
Common Stock
2023-08-15$1.70/sh+4,178,725$7,103,833→ 4,178,725 total(indirect: By LLC) - Conversion
Series B Convertible Preferred Stock
2023-08-15−7,000→ 0 total(indirect: By LLC)Exercise: $1.70→ Common Stock (4,178,725 underlying) - Conversion
Common Stock
2023-08-15$1.70/sh+4,845,392$8,237,166→ 6,505,046 total(indirect: By Velan Capital Master Fund LP) - Conversion
Common Stock
2023-08-15$2.10/sh+2,924,762$6,142,000→ 9,429,808 total(indirect: By Velan Capital Master Fund LP)
Velan Capital Holdings LLC
10% Owner
Transactions
- Conversion
Common Stock
2023-08-15$2.10/sh+2,924,762$6,142,000→ 9,429,808 total(indirect: By Velan Capital Master Fund LP) - Conversion
Series B Convertible Preferred Stock
2023-08-15−6,000→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $2.10→ Common Stock (2,924,762 underlying) - Conversion
Common Stock
2023-08-15$1.70/sh+4,845,392$8,237,166→ 6,505,046 total(indirect: By Velan Capital Master Fund LP) - Conversion
Series B Convertible Preferred Stock
2023-08-15−8,117→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $1.70→ Common Stock (4,845,392 underlying) - Conversion
Common Stock
2023-08-15$1.70/sh+4,178,725$7,103,833→ 4,178,725 total(indirect: By LLC) - Conversion
Series B Convertible Preferred Stock
2023-08-15−7,000→ 0 total(indirect: By LLC)Exercise: $1.70→ Common Stock (4,178,725 underlying)
VENKATARAMAN BALAJI
10% Owner
Transactions
- Conversion
Common Stock
2023-08-15$2.10/sh+2,924,762$6,142,000→ 9,429,808 total(indirect: By Velan Capital Master Fund LP) - Conversion
Common Stock
2023-08-15$1.70/sh+4,845,392$8,237,166→ 6,505,046 total(indirect: By Velan Capital Master Fund LP) - Conversion
Series B Convertible Preferred Stock
2023-08-15−8,117→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $1.70→ Common Stock (4,845,392 underlying) - Conversion
Common Stock
2023-08-15$1.70/sh+4,178,725$7,103,833→ 4,178,725 total(indirect: By LLC) - Conversion
Series B Convertible Preferred Stock
2023-08-15−7,000→ 0 total(indirect: By LLC)Exercise: $1.70→ Common Stock (4,178,725 underlying) - Conversion
Series B Convertible Preferred Stock
2023-08-15−6,000→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $2.10→ Common Stock (2,924,762 underlying)
Velan Capital Management LLC
10% Owner
Transactions
- Conversion
Common Stock
2023-08-15$1.70/sh+4,178,725$7,103,833→ 4,178,725 total(indirect: By LLC) - Conversion
Series B Convertible Preferred Stock
2023-08-15−8,117→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $1.70→ Common Stock (4,845,392 underlying) - Conversion
Series B Convertible Preferred Stock
2023-08-15−6,000→ 0 total(indirect: By Velan Capital Master Fund LP)Exercise: $2.10→ Common Stock (2,924,762 underlying) - Conversion
Common Stock
2023-08-15$2.10/sh+2,924,762$6,142,000→ 9,429,808 total(indirect: By Velan Capital Master Fund LP) - Conversion
Series B Convertible Preferred Stock
2023-08-15−7,000→ 0 total(indirect: By LLC)Exercise: $1.70→ Common Stock (4,178,725 underlying) - Conversion
Common Stock
2023-08-15$1.70/sh+4,845,392$8,237,166→ 6,505,046 total(indirect: By Velan Capital Master Fund LP)
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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).
- [F5]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.
- [F6]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.
Documents
Issuer
ALIMERA SCIENCES INC
CIK 0001267602
Entity typeother
Related Parties
1- filerCIK 0001114916
Filing Metadata
- Form type
- 4
- Filed
- Aug 16, 8:00 PM ET
- Accepted
- Aug 17, 8:18 PM ET
- Size
- 29.5 KB