false--12-31Q120240001267602YesYes0.010.01http://fasb.org/us-gaap/2023#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2023#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2023#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2023#PropertyPlantAndEquipmentNethttp://fasb.org/us-gaap/2023#PropertyPlantAndEquipmentNetP1Yhttp://fasb.org/us-gaap/2023#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2023#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2023#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2023#OtherLiabilitiesNoncurrent0.010.01P3YP4YP4YP10YP10YP10Y0001267602us-gaap:SeriesAPreferredStockMemberus-gaap:RetainedEarningsMember2023-01-012023-03-310001267602us-gaap:CommonClassAMemberus-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-310001267602us-gaap:SeriesAPreferredStockMember2023-01-012023-03-310001267602us-gaap:CommonClassAMember2023-01-012023-03-310001267602us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2023-01-012023-03-310001267602us-gaap:SeriesBPreferredStockMember2023-01-012023-03-310001267602us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2023-01-012023-03-310001267602us-gaap:CommonStockMember2023-08-012023-08-150001267602us-gaap:RetainedEarningsMember2024-03-310001267602us-gaap:AdditionalPaidInCapitalMember2024-03-310001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001267602alim:CommonStockWarrantsMember2024-03-310001267602us-gaap:RetainedEarningsMember2023-12-310001267602us-gaap:AdditionalPaidInCapitalMember2023-12-310001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001267602alim:CommonStockWarrantsMember2023-12-310001267602us-gaap:RetainedEarningsMember2023-03-310001267602us-gaap:AdditionalPaidInCapitalMember2023-03-310001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310001267602us-gaap:RetainedEarningsMember2022-12-310001267602us-gaap:AdditionalPaidInCapitalMember2022-12-310001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001267602us-gaap:CommonStockMember2024-03-310001267602us-gaap:CommonStockMember2023-12-310001267602us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2023-03-310001267602us-gaap:CommonStockMember2023-03-310001267602us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2022-12-310001267602us-gaap:CommonStockMember2022-12-310001267602alim:TrancheTwoMemberus-gaap:SeriesBPreferredStockMember2023-05-310001267602alim:TrancheOneMemberus-gaap:SeriesBPreferredStockMember2023-03-310001267602alim:EquityIncentivePlan2023Member2023-08-012023-08-010001267602us-gaap:EmployeeStockOptionMember2023-01-012023-12-3100012676022023-01-012023-12-310001267602alim:OmnibusIncentivePlanMember2024-03-310001267602alim:EquityIncentivePlan2023Member2024-03-310001267602alim:OmnibusIncentivePlanMember2023-12-310001267602us-gaap:PerformanceSharesMember2024-01-012024-03-310001267602alim:RestrictedStockAndRestrictedStockUnitsMember2024-03-310001267602alim:RestrictedStockAndRestrictedStockUnitsMember2023-12-310001267602alim:RestrictedStockAndRestrictedStockUnitsMember2023-03-310001267602alim:RestrictedStockAndRestrictedStockUnitsMember2022-12-310001267602alim:RestrictedStockAndRestrictedStockUnitsMember2024-01-012024-03-310001267602alim:RestrictedStockAndRestrictedStockUnitsMember2023-01-012023-03-310001267602us-gaap:EmployeeStockMember2023-01-012023-12-310001267602alim:DirectorsOptionPlanMember2023-01-012023-12-310001267602us-gaap:PerformanceSharesMember2023-10-012023-12-310001267602us-gaap:CollaborativeArrangementMember2024-01-012024-03-310001267602us-gaap:CollaborativeArrangementMember2023-01-012023-03-310001267602alim:MilestoneOneMemberalim:OcumensionMember2024-01-012024-03-310001267602alim:OcumensionMember2024-01-012024-03-310001267602alim:TrancheTwoMemberus-gaap:SeriesBPreferredStockMember2023-05-012023-05-310001267602alim:TrancheOneMemberus-gaap:SeriesBPreferredStockMember2023-03-012023-03-310001267602us-gaap:SeriesAPreferredStockMember2012-10-012012-10-310001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-03-310001267602us-gaap:StateAndLocalJurisdictionMember2023-12-310001267602us-gaap:RetainedEarningsMember2024-01-012024-03-310001267602alim:Amendment7Memberalim:LoanAgreement2018Memberalim:SLRInvestmentCorpMember2024-03-060001267602alim:Amendment7Memberalim:LoanAgreement2019Memberalim:SLRInvestmentCorpMember2023-12-310001267602alim:LoanAgreement2019Memberalim:SLRInvestmentCorpMember2019-12-310001267602alim:LoanAgreement2018Memberalim:SLRInvestmentCorpMember2018-01-050001267602srt:MinimumMember2024-03-310001267602srt:MaximumMember2024-03-310001267602alim:Amendment1Memberalim:SLRInvestmentCorpMemberalim:ExitFeeAgreement3Member2024-01-012024-03-310001267602alim:AchievementOfMilestoneMemberalim:SLRInvestmentCorpMember2024-01-012024-03-310001267602alim:OperatingCostMember2024-01-012024-03-310001267602alim:OperatingCostMember2023-01-012023-03-310001267602alim:Amendment6Memberalim:TermLoanMemberalim:SLRInvestmentCorpMember2023-05-172023-05-1700012676022023-05-172023-05-170001267602srt:PartnershipInterestMember2021-04-090001267602alim:YutiqIntangibleAssetMember2023-12-310001267602alim:IluvienIntangibleAssetMember2023-12-310001267602alim:IluvienIntangibleAssetMember2024-03-310001267602alim:YutiqIntangibleAssetMember2024-03-310001267602us-gaap:EmployeeStockOptionMember2024-03-310001267602us-gaap:RestrictedStockMember2024-03-310001267602us-gaap:PerformanceSharesMember2024-03-310001267602us-gaap:RetainedEarningsMember2023-01-012023-03-310001267602us-gaap:AllOtherSegmentsMember2024-01-012024-03-310001267602us-gaap:AllOtherSegmentsMember2023-01-012023-03-310001267602srt:MaximumMemberalim:Amendment7Memberalim:SLRInvestmentCorpMember2024-03-310001267602alim:Amendment5Memberalim:LoanAgreement2019Memberalim:SLRInvestmentCorpMember2024-03-310001267602alim:SlrLoanMemberalim:SLRInvestmentCorpMember2020-12-310001267602alim:LoanAgreement2019Memberalim:SLRInvestmentCorpMember2024-03-310001267602alim:LoanAgreement2019Memberalim:SLRInvestmentCorpMember2023-12-310001267602alim:AchievementOfMilestoneMemberalim:SLRInvestmentCorpMemberalim:ExitFeeAgreement3Member2024-03-310001267602alim:SLRInvestmentCorpMemberalim:ExitFeeAgreement3Member2024-03-310001267602alim:Amendment7Memberalim:AdditionalTermLoanMemberalim:SLRInvestmentCorpMember2024-03-060001267602alim:Amendment6Memberalim:TermLoanMemberalim:SLRInvestmentCorpMember2023-05-170001267602alim:Amendment5Memberalim:TermLoanMemberalim:SLRInvestmentCorpMember2023-03-240001267602alim:LoanAgreement2019Memberalim:SLRInvestmentCorpMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2023-01-012023-12-310001267602alim:SlrLoanMemberalim:SLRInvestmentCorpMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2020-12-312020-12-310001267602alim:UnitedStatesSegmentMember2024-01-012024-03-310001267602alim:InternationalSegmentMember2024-01-012024-03-310001267602alim:UnitedStatesSegmentMember2023-01-012023-03-310001267602alim:InternationalSegmentMember2023-01-012023-03-310001267602alim:LargePharmaceuticalDistributorsMemberus-gaap:SalesMemberus-gaap:CustomerConcentrationRiskMemberalim:UnitedStatesSegmentMember2024-01-012024-03-310001267602alim:LargePharmaceuticalDistributorsMemberus-gaap:SalesMemberus-gaap:CustomerConcentrationRiskMemberalim:InternationalSegmentMember2024-01-012024-03-310001267602alim:LargePharmaceuticalDistributorsMemberus-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberalim:UnitedStatesSegmentMember2024-01-012024-03-310001267602alim:LargePharmaceuticalDistributorsMemberus-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberalim:UnitedStatesSegmentMember2023-01-012023-12-310001267602alim:LargePharmaceuticalDistributorsMemberus-gaap:SalesMemberus-gaap:CustomerConcentrationRiskMemberalim:UnitedStatesSegmentMember2023-01-012023-03-310001267602alim:LargePharmaceuticalDistributorsMemberus-gaap:SalesMemberus-gaap:CustomerConcentrationRiskMemberalim:InternationalSegmentMember2023-01-012023-03-310001267602alim:TwoThousandTwentyFourEquityInducementPlanMember2024-02-080001267602alim:EquityIncentivePlan2023Member2023-08-010001267602us-gaap:SeriesAPreferredStockMember2012-10-310001267602us-gaap:CommonStockMember2023-08-150001267602srt:PartnershipInterestMember2021-04-1400012676022022-12-310001267602us-gaap:WarrantMember2024-01-012024-03-310001267602us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-03-310001267602us-gaap:EmployeeStockOptionMember2024-01-012024-03-310001267602us-gaap:WarrantMember2023-01-012023-03-310001267602us-gaap:SeriesBPreferredStockMember2023-01-012023-03-310001267602us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-03-310001267602us-gaap:EmployeeStockOptionMember2023-01-012023-03-310001267602alim:YutiqIntangibleAssetMember2024-01-012024-03-310001267602alim:IluvienIntangibleAssetMember2024-01-012024-03-310001267602alim:IluvienIntangibleAssetMember2023-01-012023-03-3100012676022023-03-310001267602us-gaap:RestrictedStockMember2024-01-012024-03-310001267602us-gaap:EmployeeStockOptionMember2024-01-012024-03-310001267602us-gaap:EmployeeStockMember2024-01-012024-03-310001267602srt:MaximumMemberus-gaap:RestrictedStockMember2023-01-012023-03-310001267602us-gaap:EmployeeStockOptionMember2023-01-012023-03-310001267602us-gaap:EmployeeStockMember2023-01-012023-03-310001267602us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001267602us-gaap:AccountsPayableMemberus-gaap:CollaborativeArrangementMember2024-03-310001267602us-gaap:AccountsPayableMemberus-gaap:CollaborativeArrangementMember2023-03-3100012676022024-05-090001267602us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001267602us-gaap:FairValueMeasurementsRecurringMember2024-03-310001267602us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001267602us-gaap:FairValueMeasurementsRecurringMember2023-12-310001267602alim:ProductRightsMemberus-gaap:CollaborativeArrangementTransactionWithPartyToCollaborativeArrangementMember2023-05-172023-05-1700012676022021-05-172021-05-170001267602us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-310001267602us-gaap:CommonStockMember2024-01-012024-03-310001267602us-gaap:CommonStockMember2023-01-012023-03-310001267602srt:MinimumMemberus-gaap:PerformanceSharesMember2023-10-012023-12-310001267602srt:MaximumMemberus-gaap:PerformanceSharesMember2023-10-012023-12-310001267602alim:NewCollaborationAgreement2017SecondAmendedMember2024-03-310001267602alim:NewCollaborationAgreement2017SecondAmendedMember2023-12-310001267602us-gaap:CollaborativeArrangementMember2019-03-012019-03-310001267602srt:MaximumMemberus-gaap:CollaborativeArrangementTransactionWithPartyToCollaborativeArrangementMember2017-07-100001267602srt:PartnershipInterestMember2021-04-142021-04-140001267602us-gaap:DomesticCountryMember2023-12-310001267602us-gaap:SalesMemberus-gaap:CustomerConcentrationRiskMemberalim:UnitedStatesSegmentMember2024-01-012024-03-310001267602us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberalim:UnitedStatesSegmentMember2024-01-012024-03-310001267602us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberalim:UnitedStatesSegmentMember2023-01-012023-12-310001267602us-gaap:SalesMemberus-gaap:CustomerConcentrationRiskMemberalim:UnitedStatesSegmentMember2023-01-012023-03-310001267602alim:IluvienMember2024-03-310001267602alim:Milestone2Memberalim:SLRInvestmentCorpMemberalim:ExitFeeAgreement1Member2024-01-012024-03-310001267602alim:Milestone1Memberalim:SLRInvestmentCorpMemberalim:ExitFeeAgreement1Member2024-01-012024-03-310001267602alim:Milestone1Memberalim:ExitFeeAgreement2Memberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2024-01-012024-03-310001267602alim:SLRInvestmentCorpMemberalim:ExitFeeAgreement3Member2023-01-012023-12-310001267602alim:LoanAgreement2019Memberalim:SLRInvestmentCorpMember2023-03-240001267602alim:OcumensionMember2024-03-310001267602alim:OcumensionMember2023-12-310001267602alim:Milestone2Memberalim:SLRInvestmentCorpMemberalim:ExitFeeAgreement2Member2024-01-012024-03-310001267602alim:Milestone1Memberalim:SLRInvestmentCorpMemberalim:ExitFeeAgreement2Member2024-01-012024-03-310001267602alim:AchievementOfMilestoneMemberalim:SLRInvestmentCorpMemberalim:ExitFeeAgreement1Member2024-01-012024-03-310001267602alim:SLRInvestmentCorpMemberalim:ExitFeeAgreement3Member2024-01-012024-03-310001267602alim:SLRInvestmentCorpMemberalim:ExitFeeAgreement2Member2024-01-012024-03-310001267602alim:SLRInvestmentCorpMemberalim:ExitFeeAgreement1Member2024-01-012024-03-310001267602alim:ExitFeeAgreement3Member2024-01-012024-03-310001267602srt:MinimumMember2024-01-012024-03-310001267602srt:MaximumMember2024-01-012024-03-310001267602srt:ScenarioForecastMemberalim:ProductRightsMemberus-gaap:CollaborativeArrangementTransactionWithPartyToCollaborativeArrangementMember2025-01-012025-12-310001267602us-gaap:CollaborativeArrangementMember2017-07-102017-07-100001267602us-gaap:CollaborativeArrangementMember2018-12-122018-12-120001267602us-gaap:CollaborativeArrangementMember2017-07-012017-07-010001267602us-gaap:CollaborativeArrangementMember2005-02-012005-02-280001267602us-gaap:CollaborativeArrangementTransactionWithPartyToCollaborativeArrangementMember2017-07-102017-07-100001267602us-gaap:CollaborativeArrangementMember2018-12-112018-12-110001267602us-gaap:CollaborativeArrangementTransactionWithPartyToCollaborativeArrangementMember2019-03-012019-03-3100012676022023-01-012023-03-310001267602us-gaap:CollaborativeArrangementMember2023-01-012023-12-310001267602srt:ScenarioForecastMemberalim:ProductRightsMemberus-gaap:CollaborativeArrangementTransactionWithPartyToCollaborativeArrangementMember2024-01-012024-12-310001267602srt:ScenarioForecastMemberus-gaap:CollaborativeArrangementTransactionWithPartyToCollaborativeArrangementMember2024-01-012024-12-310001267602srt:ScenarioForecastMemberalim:ProductRightsMember2024-01-012024-12-310001267602us-gaap:CollaborativeArrangementTransactionWithPartyToCollaborativeArrangementMember2024-01-012024-03-310001267602us-gaap:CollaborativeArrangementTransactionWithPartyToCollaborativeArrangementMember2014-10-312014-10-3100012676022024-01-012024-03-3100012676022024-03-3100012676022023-12-31iso4217:USDxbrli:sharesiso4217:HKDxbrli:sharesxbrli:sharesalim:segmentalim:customeralim:countryxbrli:pureiso4217:USD

0001267602 ALIMERA SCIENCES INC false --12-31 Q2 2024 0.01 0.01 10,000,000 10,000,000 0 0 0.01 0.01 150,000,000 150,000,000 52,387,763 52,387,763 52,354,450 52,354,450 0.01 2.2 0.2 1 8 0 0 0 0.1 0.1 0.1 0.1 0.1 0.1 0.5 0 4 23.88 3.07 23.88 http://alimerasciences.com/20240630#LondonInterbankOfferedRateMember http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrMember 52,387,763 52,354,450 0 0 0 4 10 4 10 10 3 0.9 0 0.1 0.1 0.1 3 2 2 2 2 2 2 70 false false false false The Company uses the Black-Scholes pricing model and assumptions that consider, among other variables, the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates in estimating fair value for the warrants considered to be derivative instruments. Changes in this value each reporting period are reported in the condensed consolidated statement of operations. Component parts inventory consists of manufactured components of the ILUVIEN applicator. Work-in-process consists of completed units of ILUVIEN that are undergoing, but have not completed, quality assurance testing as required by U.S. or European Economic Area regulatory authorities. 00012676022024-01-012024-06-30 xbrli:shares 00012676022024-08-02 thunderdome:item iso4217:USD 00012676022024-06-30 00012676022023-12-31 iso4217:USDxbrli:shares 00012676022024-04-012024-06-30 00012676022023-04-012023-06-30 00012676022023-01-012023-06-30 00012676022022-12-31 00012676022023-06-30 0001267602us-gaap:CommonStockMember2022-12-31 0001267602us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2022-12-31 0001267602us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2022-12-31 0001267602us-gaap:AdditionalPaidInCapitalMember2022-12-31 0001267602alim:CommonStockWarrantsMember2022-12-31 0001267602us-gaap:RetainedEarningsMember2022-12-31 0001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-31 0001267602us-gaap:CommonStockMember2023-01-012023-03-31 0001267602us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2023-01-012023-03-31 0001267602us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2023-01-012023-03-31 0001267602us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-31 0001267602alim:CommonStockWarrantsMember2023-01-012023-03-31 0001267602us-gaap:RetainedEarningsMember2023-01-012023-03-31 0001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-03-31 00012676022023-01-012023-03-31 0001267602alim:RepurchaseOfSeriesAPreferredStockMemberus-gaap:CommonStockMember2023-01-012023-03-31 0001267602alim:RepurchaseOfSeriesAPreferredStockMemberus-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2023-01-012023-03-31 0001267602alim:RepurchaseOfSeriesAPreferredStockMemberus-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2023-01-012023-03-31 0001267602alim:RepurchaseOfSeriesAPreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-31 0001267602alim:RepurchaseOfSeriesAPreferredStockMemberalim:CommonStockWarrantsMember2023-01-012023-03-31 0001267602alim:RepurchaseOfSeriesAPreferredStockMemberus-gaap:RetainedEarningsMember2023-01-012023-03-31 0001267602alim:RepurchaseOfSeriesAPreferredStockMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-03-31 0001267602alim:RepurchaseOfSeriesAPreferredStockMember2023-01-012023-03-31 0001267602us-gaap:CommonStockMemberalim:IssuanceOfSeriesBPreferredStockMember2023-01-012023-03-31 0001267602us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMemberalim:IssuanceOfSeriesBPreferredStockMember2023-01-012023-03-31 0001267602us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMemberalim:IssuanceOfSeriesBPreferredStockMember2023-01-012023-03-31 0001267602us-gaap:AdditionalPaidInCapitalMemberalim:IssuanceOfSeriesBPreferredStockMember2023-01-012023-03-31 0001267602alim:CommonStockWarrantsMemberalim:IssuanceOfSeriesBPreferredStockMember2023-01-012023-03-31 0001267602us-gaap:RetainedEarningsMemberalim:IssuanceOfSeriesBPreferredStockMember2023-01-012023-03-31 0001267602us-gaap:AccumulatedOtherComprehensiveIncomeMemberalim:IssuanceOfSeriesBPreferredStockMember2023-01-012023-03-31 0001267602alim:IssuanceOfSeriesBPreferredStockMember2023-01-012023-03-31 0001267602us-gaap:CommonStockMember2023-03-31 0001267602us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2023-03-31 0001267602us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2023-03-31 0001267602us-gaap:AdditionalPaidInCapitalMember2023-03-31 0001267602alim:CommonStockWarrantsMember2023-03-31 0001267602us-gaap:RetainedEarningsMember2023-03-31 0001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-31 00012676022023-03-31 0001267602us-gaap:CommonStockMember2023-04-012023-06-30 0001267602us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2023-04-012023-06-30 0001267602us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2023-04-012023-06-30 0001267602us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-30 0001267602alim:CommonStockWarrantsMember2023-04-012023-06-30 0001267602us-gaap:RetainedEarningsMember2023-04-012023-06-30 0001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-04-012023-06-30 0001267602us-gaap:CommonStockMemberalim:IssuanceOfSeriesBPreferredStockMember2023-04-012023-06-30 0001267602us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMemberalim:IssuanceOfSeriesBPreferredStockMember2023-04-012023-06-30 0001267602us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMemberalim:IssuanceOfSeriesBPreferredStockMember2023-04-012023-06-30 0001267602us-gaap:AdditionalPaidInCapitalMemberalim:IssuanceOfSeriesBPreferredStockMember2023-04-012023-06-30 0001267602alim:CommonStockWarrantsMemberalim:IssuanceOfSeriesBPreferredStockMember2023-04-012023-06-30 0001267602us-gaap:RetainedEarningsMemberalim:IssuanceOfSeriesBPreferredStockMember2023-04-012023-06-30 0001267602us-gaap:AccumulatedOtherComprehensiveIncomeMemberalim:IssuanceOfSeriesBPreferredStockMember2023-04-012023-06-30 0001267602alim:IssuanceOfSeriesBPreferredStockMember2023-04-012023-06-30 0001267602us-gaap:CommonStockMember2023-06-30 0001267602us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2023-06-30 0001267602us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2023-06-30 0001267602us-gaap:AdditionalPaidInCapitalMember2023-06-30 0001267602alim:CommonStockWarrantsMember2023-06-30 0001267602us-gaap:RetainedEarningsMember2023-06-30 0001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-30 0001267602us-gaap:CommonStockMember2023-12-31 0001267602us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2023-12-31 0001267602us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2023-12-31 0001267602us-gaap:AdditionalPaidInCapitalMember2023-12-31 0001267602alim:CommonStockWarrantsMember2023-12-31 0001267602us-gaap:RetainedEarningsMember2023-12-31 0001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-31 0001267602us-gaap:CommonStockMember2024-01-012024-03-31 0001267602us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2024-01-012024-03-31 0001267602us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2024-01-012024-03-31 0001267602us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-31 0001267602alim:CommonStockWarrantsMember2024-01-012024-03-31 0001267602us-gaap:RetainedEarningsMember2024-01-012024-03-31 0001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-31 00012676022024-01-012024-03-31 0001267602us-gaap:CommonStockMember2024-03-31 0001267602us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2024-03-31 0001267602us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2024-03-31 0001267602us-gaap:AdditionalPaidInCapitalMember2024-03-31 0001267602alim:CommonStockWarrantsMember2024-03-31 0001267602us-gaap:RetainedEarningsMember2024-03-31 0001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-31 00012676022024-03-31 0001267602us-gaap:CommonStockMember2024-04-012024-06-30 0001267602us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2024-04-012024-06-30 0001267602us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2024-04-012024-06-30 0001267602us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-30 0001267602alim:CommonStockWarrantsMember2024-04-012024-06-30 0001267602us-gaap:RetainedEarningsMember2024-04-012024-06-30 0001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-04-012024-06-30 0001267602us-gaap:CommonStockMember2024-06-30 0001267602us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2024-06-30 0001267602us-gaap:SeriesBPreferredStockMemberus-gaap:PreferredStockMember2024-06-30 0001267602us-gaap:AdditionalPaidInCapitalMember2024-06-30 0001267602alim:CommonStockWarrantsMember2024-06-30 0001267602us-gaap:RetainedEarningsMember2024-06-30 0001267602us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-30 xbrli:pure 0001267602alim:AgreementAndPlanOfMergerWithANIPharmaceuticalsIncAndANIPMergerSubIncMember2024-06-21 utr:D 0001267602alim:AgreementAndPlanOfMergerWithANIPharmaceuticalsIncAndANIPMergerSubIncMember2024-06-212024-06-21 0001267602us-gaap:PerformanceSharesMemberalim:AgreementAndPlanOfMergerWithANIPharmaceuticalsIncAndANIPMergerSubIncMember2024-06-212024-06-21 0001267602alim:CaliganMemberalim:AlimeraSciencesIncMember2024-05-09 0001267602alim:ANIPharmaceuticalsIncMembersrt:ScenarioForecastMemberalim:ContingentValueRightsAgreementMember2026-01-012026-12-31 0001267602alim:ANIPharmaceuticalsIncMembersrt:ScenarioForecastMemberalim:ContingentValueRightsAgreementMember2027-01-012027-12-31 0001267602alim:ANIPharmaceuticalsIncMemberalim:ContingentValueRightsAgreementMember2024-06-21 0001267602alim:ANIPharmaceuticalsIncMembersrt:ScenarioForecastMemberalim:ContingentValueRightsAgreementMember2026-12-31 0001267602alim:ANIPharmaceuticalsIncMembersrt:ScenarioForecastMemberalim:ContingentValueRightsAgreementMember2027-12-31 0001267602alim:ANIPharmaceuticalsIncMemberalim:ContingentValueRightsAgreementMember2024-06-212024-06-21 0001267602alim:AgreementAndPlanOfMergerWithANIPharmaceuticalsIncAndANIPMergerSubIncMember2024-04-012024-06-30 0001267602alim:AgreementAndPlanOfMergerWithANIPharmaceuticalsIncAndANIPMergerSubIncMember2024-01-012024-06-30 utr:Y 0001267602srt:MinimumMember2024-06-30 0001267602srt:MaximumMember2024-06-30 0001267602alim:FinanceLeaseEquipmentMember2024-04-012024-06-30 0001267602alim:FinanceLeaseEquipmentMember2023-04-012023-06-30 0001267602alim:FinanceLeaseEquipmentMember2024-01-012024-06-30 0001267602alim:FinanceLeaseEquipmentMember2023-01-012023-06-30 0001267602alim:IluvienMember2014-09-30 0001267602alim:IluvienMember2024-04-012024-06-30 0001267602alim:IluvienMember2023-04-012023-06-30 0001267602alim:IluvienMember2024-01-012024-06-30 0001267602alim:IluvienMember2023-01-012023-06-30 0001267602alim:IluvienMember2023-12-31 0001267602alim:IluvienMember2024-06-30 0001267602alim:YutiqMember2023-05-17 0001267602alim:YutiqMembersrt:ScenarioForecastMember2024-12-31 0001267602alim:YutiqMember2024-06-30 0001267602alim:YutiqMember2023-12-31 0001267602alim:YutiqMember2024-04-012024-06-30 0001267602alim:YutiqMember2023-04-012023-06-30 0001267602alim:YutiqMember2024-01-012024-06-30 0001267602alim:YutiqMember2023-01-012023-06-30 0001267602alim:EyePointAgreementsMember2017-07-10 0001267602alim:EyePointAgreementsMember2017-07-01 0001267602alim:EyePointAgreementsMember2018-12-12 0001267602srt:ScenarioForecastMemberalim:EyePointAgreementsMember2024-12-31 0001267602srt:ScenarioForecastMemberalim:EyePointAgreementsMember2025-12-31 0001267602alim:EyePointAgreementsMember2024-04-012024-06-30 0001267602alim:SWKAgreementsMember2020-12-17 0001267602alim:SWKAgreementsMember2019-03-31 0001267602alim:SWKAgreementsMember2024-06-30 0001267602alim:SWKAgreementsMember2023-12-31 0001267602alim:SWKAgreementsMember2024-06-19 0001267602alim:OcumensionLicenseAgreementMember2024-04-012024-06-30 0001267602alim:OcumensionLicenseAgreementMember2023-04-012023-06-30 0001267602alim:OcumensionLicenseAgreementMember2024-01-012024-06-30 0001267602alim:OcumensionLicenseAgreementMember2023-01-012023-06-30 0001267602us-gaap:AccountsPayableMemberalim:OcumensionLicenseAgreementMember2024-06-30 0001267602us-gaap:AccountsPayableMemberalim:OcumensionLicenseAgreementMember2023-06-30 0001267602alim:OcumensionLicenseAgreementMember2021-04-14 0001267602alim:OcumensionLicenseAgreementMember2024-06-30 0001267602alim:OcumensionLicenseAgreementMember2023-12-31 0001267602alim:OcumensionWarrantsMember2021-04-14 iso4217:HKDxbrli:shares 0001267602alim:OcumensionWarrantsMember2021-04-09 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2018-01-05 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2019-12-31 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2023-03-242023-03-24 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2023-03-24 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2023-05-17 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2023-06-30 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2024-03-06 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2024-03-062024-03-06 00012676022019-12-312019-12-31 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2019-12-312019-12-31 00012676022023-03-242023-03-24 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2024-06-30 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2023-12-31 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2018-01-052018-01-05 0001267602alim:LoanAgreementWithSlrInvestmentCorpMemberalim:ExitAgreementOnAchievementOfMilestoneMember2018-01-05 0001267602alim:LoanAgreementWithSlrInvestmentCorpMemberalim:ExitAgreementOnAchievementOfMilestoneMember2019-12-31 0001267602alim:LoanAgreementWithSlrInvestmentCorpMembersrt:MaximumMember2023-03-24 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2023-10-012023-12-31 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2024-01-012024-03-31 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2024-04-012024-06-30 0001267602alim:LoanAgreementWithSlrInvestmentCorpMember2023-05-172023-05-17 0001267602alim:SeriesBConvertiblePreferredStockMember2024-01-012024-06-30 0001267602alim:SeriesBConvertiblePreferredStockMember2023-01-012023-06-30 0001267602us-gaap:WarrantMember2024-01-012024-06-30 0001267602us-gaap:WarrantMember2023-01-012023-06-30 0001267602us-gaap:EmployeeStockOptionMember2024-01-012024-06-30 0001267602us-gaap:EmployeeStockOptionMember2023-01-012023-06-30 0001267602us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-06-30 0001267602us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-06-30 0001267602us-gaap:PerformanceSharesMember2024-01-012024-06-30 0001267602us-gaap:PerformanceSharesMember2023-01-012023-06-30 0001267602us-gaap:SeriesAPreferredStockMember2012-10-012012-10-31 0001267602alim:SeriesAPreferredStockWarrantsMember2012-10-31 0001267602alim:ConversionOfSeriesAPreferredStockIntoCommonStockMember2014-01-012014-12-31 0001267602us-gaap:SeriesAPreferredStockMember2023-01-012023-12-31 0001267602us-gaap:SeriesBPreferredStockMember2023-03-012023-03-31 0001267602us-gaap:SeriesBPreferredStockMember2023-03-31 0001267602us-gaap:SeriesBPreferredStockMember2023-05-012023-05-01 0001267602us-gaap:SeriesBPreferredStockMember2023-05-01 0001267602alim:MandatoryConversionOfSeriesBPreferredStockMember2023-08-152023-08-15 0001267602alim:CommonStockWarrantsMemberalim:MandatoryConversionOfSeriesBPreferredStockMember2023-08-15 0001267602us-gaap:SeriesBPreferredStockMember2023-08-15 0001267602alim:PrefundedWarrantsMemberus-gaap:SubsequentEventMember2024-08-012024-08-31 0001267602alim:PrefundedWarrantsMemberus-gaap:SubsequentEventMember2024-08-31 0001267602alim:The2023EquityIncentivePlanMember2023-08-01 0001267602alim:The2023EquityIncentivePlanMember2023-08-012023-08-01 0001267602alim:The2024EquityIncentivePlanMember2024-02-08 0001267602alim:EquityIncentivePlansMember2024-06-30 0001267602alim:EquityIncentivePlansMember2023-12-31 0001267602us-gaap:EmployeeStockOptionMemberus-gaap:ShareBasedPaymentArrangementEmployeeMember2024-01-012024-06-30 0001267602us-gaap:EmployeeStockOptionMembersrt:DirectorMember2024-01-012024-06-30 0001267602us-gaap:EmployeeStockOptionMember2024-04-012024-06-30 0001267602us-gaap:EmployeeStockOptionMember2023-04-012023-06-30 0001267602us-gaap:EmployeeStockOptionMember2024-01-012024-06-30 0001267602us-gaap:EmployeeStockOptionMember2023-01-012023-06-30 0001267602us-gaap:EmployeeStockOptionMember2024-06-30 00012676022023-01-012023-12-31 0001267602alim:The2023EquityIncentivePlanMember2024-06-30 0001267602alim:The2024EquityIncentivePlanMember2024-06-30 0001267602us-gaap:RestrictedStockUnitsRSUMember2024-03-31 0001267602us-gaap:RestrictedStockUnitsRSUMember2023-03-31 0001267602us-gaap:RestrictedStockUnitsRSUMember2024-04-012024-06-30 0001267602us-gaap:RestrictedStockUnitsRSUMember2023-04-012023-06-30 0001267602us-gaap:RestrictedStockUnitsRSUMember2024-06-30 0001267602us-gaap:RestrictedStockUnitsRSUMember2023-06-30 0001267602us-gaap:RestrictedStockUnitsRSUMember2023-12-31 0001267602us-gaap:RestrictedStockUnitsRSUMember2022-12-31 0001267602us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-06-30 0001267602us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-06-30 0001267602us-gaap:PerformanceSharesMember2024-01-012024-06-30 0001267602us-gaap:PerformanceSharesMember2024-03-31 0001267602us-gaap:PerformanceSharesMember2023-03-31 0001267602us-gaap:PerformanceSharesMember2024-04-012024-06-30 0001267602us-gaap:PerformanceSharesMember2023-04-012023-06-30 0001267602us-gaap:PerformanceSharesMember2024-06-30 0001267602us-gaap:PerformanceSharesMember2023-06-30 0001267602us-gaap:PerformanceSharesMember2023-12-31 0001267602us-gaap:PerformanceSharesMember2022-12-31 0001267602us-gaap:PerformanceSharesMember2023-01-012023-06-30 0001267602us-gaap:PerformanceSharesMemberus-gaap:SubsequentEventMember2024-07-012024-07-31 0001267602srt:MinimumMember2024-01-012024-06-30 0001267602srt:MinimumMember2024-04-012024-06-30 0001267602us-gaap:DomesticCountryMember2023-12-31 0001267602us-gaap:StateAndLocalJurisdictionMember2023-12-31 0001267602us-gaap:ForeignCountryMemberus-gaap:HerMajestysRevenueAndCustomsHMRCMember2023-12-31 0001267602us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2024-04-012024-06-30 0001267602us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2023-04-012023-06-30 0001267602us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberalim:TwoCustomersMember2024-04-012024-06-30 0001267602us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberalim:TwoCustomersMember2023-04-012023-06-30 0001267602us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-06-30 0001267602us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2023-01-012023-06-30 0001267602us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberalim:TwoCustomersMember2024-01-012024-06-30 0001267602us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberalim:TwoCustomersMember2023-01-012023-06-30 0001267602us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-06-30 0001267602us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2023-01-012023-12-31 0001267602us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberalim:TwoCustomersMember2024-01-012024-06-30 0001267602us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberalim:TwoCustomersMember2023-01-012023-12-31 0001267602us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberalim:DistributorMember2024-04-012024-06-30 0001267602us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberalim:DistributorMember2023-04-012023-06-30 0001267602us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberalim:DistributorMember2024-01-012024-06-30 0001267602us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberalim:DistributorMember2023-01-012023-06-30 0001267602alim:UnitedStatesSegmentMember2024-04-012024-06-30 0001267602alim:InternationalSegmentMember2024-04-012024-06-30 0001267602alim:OperatingCostSegmentMember2024-04-012024-06-30 0001267602us-gaap:AllOtherSegmentsMember2024-04-012024-06-30 0001267602alim:UnitedStatesSegmentMember2023-04-012023-06-30 0001267602alim:InternationalSegmentMember2023-04-012023-06-30 0001267602alim:OperatingCostSegmentMember2023-04-012023-06-30 0001267602us-gaap:AllOtherSegmentsMember2023-04-012023-06-30 0001267602alim:UnitedStatesSegmentMember2024-01-012024-06-30 0001267602alim:InternationalSegmentMember2024-01-012024-06-30 0001267602alim:OperatingCostSegmentMember2024-01-012024-06-30 0001267602us-gaap:AllOtherSegmentsMember2024-01-012024-06-30 0001267602alim:UnitedStatesSegmentMember2023-01-012023-06-30 0001267602alim:InternationalSegmentMember2023-01-012023-06-30 0001267602alim:OperatingCostSegmentMember2023-01-012023-06-30 0001267602us-gaap:AllOtherSegmentsMember2023-01-012023-06-30 0001267602us-gaap:FairValueInputsLevel1Member2024-06-30 0001267602us-gaap:FairValueInputsLevel2Member2024-06-30 0001267602us-gaap:FairValueInputsLevel3Member2024-06-30 0001267602us-gaap:FairValueInputsLevel1Member2023-12-31 0001267602us-gaap:FairValueInputsLevel2Member2023-12-31 0001267602us-gaap:FairValueInputsLevel3Member2023-12-31 0001267602us-gaap:SubsequentEventMemberalim:NewSiegfriedAgreementMember2024-07-172024-07-17 0001267602alim:PrefundedWarrantsMemberus-gaap:SubsequentEventMember2024-08-012024-08-07

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2024

o☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-34703

Alimera Sciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-0028718	~~20-0028718~~
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6310 Town Square, Suite 400Alpharetta, GA		30005
6310 Town Square, Suite 400 Alpharetta, GA	30005
(Address of principal executive offices)	(Zip Code)	~~(Zip Code)~~

(678) 990-5740

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x☒ No o☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x☒ No o☐

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 o☐ Accelerated filer o☐ Non-accelerated filer x☒ Smaller reporting company x☒ 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☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o☐ No x☒

As of ~~May 9~~August 2, 2024, there were 5254,~~388~~384,~~513~~ 165 shares of the registrant’s $0.01 par value Common Stock issued and outstanding.

1 2

Table of Contents

ALIMERA SCIENCES, INC.

QUARTERLY REPORT ON FORM 10-Q

INDEX

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	45
Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (Unaudited)	4
Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 (Unaudited)	5
Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited)	5
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (Unaudited)	6
Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2024 and 2023 (Unaudited)	6
Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2024 and 2023 (Unaudited)	7
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited)	7
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (Unaudited)	8
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2024 and 2023 (Unaudited)	8
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2024 and 2023 (Unaudited)	9
Notes to Condensed Consolidated Financial Statements	910
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2730
Item 3. Quantitative and Qualitative Disclosures about Market Risk	4146
Item 4. Controls and Procedures	4247
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	4347
Item 1A. Risk Factors	4347
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4350
Item 3. Defaults Upon Senior Securities	4350
Item 4. Mine Safety Disclosures	4350
Item 5. Other Information	4350
Item 6. Exhibits	4451
Signatures	4552

‎ 3

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS

Various statements in this report of Alimera Sciences, Inc. (“we,” “our,” “Alimera” or the “Company”) are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this report, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are subject to risks and uncertainties (some of which are beyond our control) and are based on information currently available to our management. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “forecast,” “outlook,” “contemplates,” “predict,” “project,” “aim,” “seek,” “target,” “likely,” “remain,” “potential,” “continue,” “ongoing,” “will,” “will likely result,” “will continue,” “would,” “should,” “could,” or the variation or the negative of these terms and similar expressions or words, identify forward-looking statements. The events and circumstances reflected in our forward-looking statements may not occur and actual results could differ materially from those projected in our forward-looking statements.

All written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We caution investors not to rely on the forward-looking statements we make or that are made on our behalf as predictions of future events. We undertake no obligation and specifically decline any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

We encourage you to read management’s discussion and analysis of our financial condition and results of operations and our accompanying unaudited interim condensed consolidated financial statements and notes thereto (“Interim Financial Statements”) contained in this Quarterly Report on Form 10-Q and our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. There can be no assurance that we will in fact achieve the actual results or developments we anticipate or, even if we do substantially realize them, that they will have the expected consequences to, or effects on, us. Therefore, we can give no assurances that we will achieve the outcomes stated in those forward-looking statements, projections and estimates.

‎

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

ALIMERA SCIENCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31,		December 31,
	2024		2023
	(In thousands, except share and per share data)
Assets
Current assets:
Cash and cash equivalents	$	14,314	$	12,058
Restricted cash		32		32
Accounts receivable, net		34,224		34,545
Prepaid expenses and other current assets		3,693		3,909
Inventory		2,206		1,879
Total current assets		54,469		52,423
Property and equipment, net		2,377		2,466
Right-of-use assets, net		1,060		1,124
Intangible assets, net		94,471		97,355
Deferred tax asset		102		104
Warrant asset		6		52
Total assets	$	152,485	$	153,524
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	10,308	$	8,252
Accrued expenses		4,779		6,192
Accrued licensor payment		5,482		7,275
Finance lease obligations		220		194
Total current liabilities		20,789		21,913
Long-term liabilities:
Notes payable, net of discount		69,436		64,489
Accrued licensor payments		15,616		15,136
Other non-current liabilities		5,991		5,816
Total liabilities		111,832		107,354
Commitments and contingencies (notes 8 and 15)
Stockholders’ equity:
Preferred stock, $.01 par value — 10,000,000 shares authorized at March 31, 2024 and December 31, 2023, none issued		—		—
Common stock, $.01 par value — 150,000,000 shares authorized, 52,374,687 shares issued and outstanding at March 31, 2024 and 52,354,450 shares issued and outstanding at December 31, 2023		524		524
Common stock warrants		4,396		4,396
Additional paid-in capital		463,328		462,446
Accumulated deficit		(424,741)		(418,490)
Accumulated other comprehensive loss		(2,854)		(2,706)
Total stockholders’ equity		40,653		46,170
Total liabilities and stockholders’ equity	$	152,485	$	153,524

See Notes to Unaudited Interim Condensed Consolidated Financial Statements (“Interim Financial Statements”)

‎

Table of Contents

~~ALIMERA~~PART ~~SCIENCES, INC~~I. FINANCIAL INFORMATION

~~CONDENSED~~ITEM ~~CONSOLIDATED~~1. ~~STATEMENTS~~Financial ~~OF OPERATIONS~~Statements

~~(UNAUDITED)~~ALIMERA SCIENCES, INC.

	Three Months Ended
	March 31,
	2024		2023
	(In thousands, except share and per share data)
Net revenue	$	23,011	$	13,546
Cost of goods sold, excluding depreciation and amortization		(3,353)		(2,028)
Gross profit		19,658		11,518
Operating expenses:
Research, development and medical affairs expenses		4,361		4,164
General and administrative expenses		5,432		4,171
Sales and marketing expenses		9,082		5,804
Depreciation and amortization		3,085		681
Total operating expenses		21,960		14,820
Loss from operations		(2,302)		(3,302)
Interest expense and other, net		(3,739)		(1,667)
Unrealized foreign currency loss, net		(196)		(13)
Change in fair value of warrant asset		(46)		14
Net loss before income taxes		(6,283)		(4,968)
Income tax benefit		32		—
Net loss		(6,251)		(4,968)
Preferred stock dividends		—		(14)
Net loss applicable to common stockholders	$	(6,251)	$	(4,982)
Net loss per share — basic and diluted	$	(0.12)	$	(0.71)
Weighted average shares outstanding — basic and diluted		54,356,828		7,032,231

CONDENSED CONSOLIDATED BALANCE SHEETS

~~See Notes to Interim Financial Statements.~~(UNAUDITED)

‎

	*June 30,*			*December 31,*
	*2024*			*2023*
	(In thousands, except share and per share data)
Assets
Current assets:
Cash and cash equivalents	$	10,828		$	12,058
Restricted cash		33			32
Accounts receivable, net		37,079			34,545
Prepaid expenses and other current assets		4,013			3,909
Inventory		3,455			1,879
Total current assets		55,408			52,423
Property and equipment, net		2,278			2,466
Right-of-use assets, net		996			1,124
Intangible assets, net		91,587			97,355
Deferred tax asset		101			104
Warrant asset		7			52
Total assets	$	150,377		$	153,524
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	10,208		$	8,252
Accrued expenses		5,708			6,192
Accrued licensor payment		3,677			7,275
Finance lease obligations		245			194
Total current liabilities		19,838			21,913
Non-current liabilities:
Notes payable, net of discount		69,731			64,489
Accrued licensor payments		16,111			15,136
Other non-current liabilities		5,909			5,816
Total liabilities		111,589			107,354
Commitments and contingencies (note 8)
Stockholders’ equity:
Preferred stock, $.01 par value — 10,000,000 shares authorized at June 30, 2024 and December 31, 2023, none issued		—			—
Common stock, $.01 par value — 150,000,000 shares authorized, 52,387,763 shares issued and outstanding at June 30, 2024 and 52,354,450 shares issued and outstanding at December 31, 2023		524			524
Common stock warrants		4,396			4,396
Additional paid-in capital		464,825			462,446
Accumulated deficit		(428,052	)		(418,490	)
Accumulated other comprehensive loss		(2,905	)		(2,706	)
Total stockholders’ equity		38,788			46,170
Total liabilities and stockholders’ equity	$	150,377		$	153,524

5See Notes to Unaudited Interim Condensed Consolidated Financial Statements (“Interim Financial Statements”)

~~Table of Contents~~ 5

~~ALIMERA~~ Table ~~SCIENCES,~~of ~~INC.~~Contents

~~CONDENSED~~ALIMERA ~~CONSOLIDATED~~SCIENCES, ~~STATEMENTS OF COMPREHENSIVE (LOSS) INCOME~~INC.

~~(UNAUDITED)~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended
	March 31,
	2024		2023
	(In thousands)
Net loss	$	(6,251)	$	(4,968)
Other comprehensive (loss) income:
Foreign currency translation adjustments		(148)		172
Total other comprehensive (loss) income		(148)		172
Comprehensive loss	$	(6,399)	$	(4,796)

(UNAUDITED)

See Notes to Interim Financial Statements.

	*Three Months Ended*						*Six Months Ended*
	*June 30,*						*June 30,*
	*2024*			*2023*			*2024*			*2023*
	(In thousands, except share and per share data)

Net revenue	$	27,000		$	17,538		$	50,011		$	31,084
Cost of goods sold, excluding depreciation and amortization		(3,831	)		(2,425	)		(7,184	)		(4,453	)
Gross profit		23,169			15,113			42,827			26,631
Operating expenses:
Research, development and medical affairs expenses		4,263			3,648			8,624			7,812
General and administrative expenses		7,379			4,373			12,811			8,544
Sales and marketing expenses		8,511			6,434			17,593			12,238
Depreciation and amortization		3,093			1,866			6,178			2,547
Total operating expenses		23,246			16,321			45,206			31,141
Loss from operations		(77	)		(1,208	)		(2,379	)		(4,510	)
Interest expense and other, net		(3,153	)		(1,694	)		(6,892	)		(3,361	)
Unrealized foreign currency loss, net		(125	)		(7	)		(321	)		(20	)
Loss on extinguishment of debt		—			(1,079	)		—			(1,079	)
Change in fair value of common stock warrant		—			(5,911	)		—			(5,911	)
Change in fair value of warrant asset		1			(105	)		(45	)		(91	)
Net loss before income taxes		(3,354	)		(10,004	)		(9,637	)		(14,972	)
Income tax benefit (provision)		43			(25	)		75			(25	)
Net loss		(3,311	)		(10,029	)		(9,562	)		(14,997	)
Preferred stock dividends		—			(669	)		—			(683	)
Net loss applicable to common stockholders	$	(3,311	)	$	(10,698	)	$	(9,562	)	$	(15,680	)
Net loss per share — basic and diluted	$	(0.06	)	$	(1.32	)	$	(0.18	)	$	(2.07	)
Weighted average shares outstanding — basic and diluted		54,383,604			8,093,640			54,370,216			7,565,868

‎See Notes to Interim Financial Statements.

Table of Contents

ALIMERA SCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH~~COMPREHENSIVE ~~FLOWS~~(LOSS) INCOME

(UNAUDITED)

	~~Three Months Ended~~	Three Months Ended							Six Months Ended
	March 31,
		June 30,							June 30,
	~~2024~~	2024		~~2023~~		2023			2024			2023
	~~(In thousands)~~	(In thousands)
Cash flows from operating activities:
Net loss		$	(3,311	)		$	(10,029	)	$	(9,562	)	$	(14,997	)
Net loss	$	(6,251)			(4,968)
Other comprehensive (loss) income:
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign currency translation adjustments			(51	)			—			(199	)		172
Depreciation and amortization		3,085			681
Total other comprehensive (loss) income			(51	)			—			(199	)		172
Provision for credit losses		176			871
Comprehensive loss		$	(3,362	)		$	(10,029	)	$	(9,761	)	$	(14,825	)
Unrealized foreign currency transaction gain, net		196			13
Amortization of debt discount and deferred financing costs		246			282
Stock-based compensation expense		845			226
Change in fair value of warrant asset		46			(14)
Changes in assets and liabilities:
Accounts receivable		(89)			430
Prepaid expenses and other current assets		217			70
Inventory		(333)			397
Accounts payable		2,108			(434)
Accrued expenses and other current liabilities		(1,292)			215
Other long-term liabilities		480			22
Net cash used in operating activities		(566)			(2,209)
Cash flows from investing activities:
Purchases of property and equipment		(21)			(9)
Net cash used in investing activities		(21)			(9)
Cash flows from financing activities:
Repurchase of Series A Preferred Stock		—			(938)
Proceeds from issuance of Series B Convertible Preferred Stock		—			12,000
Series B Convertible Preferred Stock issuance costs		—			(498)
Proceeds from exercise of stock options		37			—
Repurchase of common stock		—			(314)
Issuance of debt		5,000			2,500
Payment of debt costs		(62)			(2,625)
Payment of accrued licensor obligations		(1,875)			—
Payment of finance lease obligations		(133)			(127)
Net cash provided by financing activities		2,967			9,998
Effect of exchange rates on cash and cash equivalents and restricted cash		(124)			33
Net change in cash and cash equivalents and restricted cash		2,256			7,813
Cash and cash equivalents and restricted cash — beginning of period		12,090			5,304
Cash and cash equivalents and restricted cash — end of period	$	14,346		$	13,117
Supplemental cash flow information:
Cash paid for interest	$	1,790		$	1,354
Cash paid for income taxes	$	21		$	—
Supplemental noncash investing and financing activities:
Note payable end of term payment accrued but unpaid	$	3,625		$	2,375

See Notes to Interim Financial Statements.

Table of Contents

ALIMERA SCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CHANGES~~CASH ~~IN STOCKHOLDERS’ EQUITY (DEFICIT)~~FLOWS

(UNAUDITED)

					Series A				Series B
		Six Months Ended
					Convertible				Convertible									Accumulated
		June 30,
	Common Stock				Preferred Stock				Preferred Stock			Additional		Common				Other
		2024			2023
												Paid-In		Stock		Accumulated		Comprehensive
		(In thousands)
	Shares		Amount		Shares		Amount		Shares	Amount		Capital		Warrants		Deficit		Income (Loss)		Total
Cash flows from operating activities:
2023									(In thousands, except share data)
Net loss		$	(9,562	)	$	(14,997	)
Balance, December 31, 2022	6,995,513		$	70	600,000		$	19,227	—	$	—	$	378,238	$	—	$	(415,388)	$	(2,955)	$	(20,808)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of common stock, net of issuance costs	597,000			6	—			—	—		—		(6)		—		—		—		—
Depreciation and amortization			6,178			2,547
Repurchase of common stock	(200,919)			(2)	—			—	—		—		(312)		—		—		—		(314)
Loss on extinguishment of debt			—			1,079
Repurchase of Preferred Stock - Series A	—			—	(600,000)			(19,227)	—		—		—		—		18,289		—		(938)
Provision for credit losses			176			1,496
Issuance of Preferred Stock - Series B	—			—	—			—	12,000		7,714		—		—		—		—		7,714
Unrealized foreign currency transaction loss, net			321			20
Preferred stock dividends	—			—	—			—	—		14		—		—		(14)		—		—
Amortization of debt discount and deferred financing costs			542			488
Stock-based compensation expense	—		2,302	—	—	442		—	—		—		~~226~~		—		—		—		~~226~~
Net loss	—			—	—			—	—		—		—		—		(4,968)		—		(4,968)
Change in fair value of warrant asset			45			91
Foreign currency translation adjustments	—			—	—			—	—		—		—		—		—		172		172
Change in fair value of warrant liability			—			5,911
Balance, March 31, 2023	7,391,594		$	74	—		$	—	12,000	$	7,728	$	378,146	$	—	$	(402,081)	$	(2,783)	$	(18,916)
Changes in assets and liabilities:
2024
Accounts receivable			(3,028	)		(4,355	)
Balance, December 31, 2023	52,354,450		$	524	—		$	—	—	$	—	$	462,446	$	4,396	$	(418,490)	$	(2,706)	$	46,170
Prepaid expenses and other current assets			(59	)		(539	)
Issuance of common stock, net of issuance costs	7,112			—	—			—	—		—		—		—		—		—		—
Inventory			(1,588	)		559
Stock option exercises	13,125			—	—			—	—		—		37		—		—		—		37
Accounts payable			4,445			(2,066	)
Stock-based compensation expense	—			—	—			—	—		—		845		—		—		—		845
Accrued expenses and other current liabilities			(287	)		202
Net loss	—			—	—			—	—		—		—		—		(6,251)		—		(6,251)
Other non-current liabilities			975			917
Foreign currency translation adjustments	—			—	—			—	—		—		—		—		—		(148)		(148)
Net cash provided by (used in) operating activities			460			(8,205	)
Balance, March 31, 2024	52,374,687		$	524	—		$	—	—	$	—	$	463,328	$	4,396	$	(424,741)	$	(2,854)	$	40,653
Cash flows from investing activities:
Purchases of property and equipment			(132	)		(171	)
Purchase of intangible assets			—			(75,272	)
Net cash used in investing activities			(132	)		(75,443	)
Cash flows from financing activities:
Repurchase of Series A Preferred Stock			—			(938	)
Proceeds from issuance of Series B Convertible Preferred Stock			—			78,339
Series B Convertible Preferred Stock issuance costs			—			(509	)
Proceeds from issuance of common stock			40			2,404
Proceeds from exercise of stock options			37			—
Repurchase of common stock			—			(314	)
Issuance of debt			5,000			22,500
Payment of debt costs			(62	)		(4,108	)
Payment of accrued licensor obligations			(3,750	)		—
Payment of SLR exit fee agreements			(2,425	)		—
Payment of finance lease obligations			(188	)		(251	)
Net cash (used in) provided by financing activities			(1,348	)		97,123
Effect of exchange rates on cash and cash equivalents and restricted cash			(209	)		28
Net change in cash and cash equivalents and restricted cash			(1,229	)		13,503
Cash and cash equivalents and restricted cash — beginning of period			12,090			5,304
Cash and cash equivalents and restricted cash — end of period		$	10,861		$	18,807
Supplemental cash flow information:
Cash paid for interest		$	3,723		$	3,136
Cash paid for income taxes		$	21		$	21
Supplemental noncash investing and financing activities:
Note payable end of term payment accrued but unpaid		$	3,625		$	3,375

See Notes to Interim Financial Statements.

‎ 8

8 Table of Contents

~~Table~~ALIMERA ofSCIENCES, ~~Contents~~INC.

~~ALIMERA~~CONDENSED ~~SCIENCES,~~CONSOLIDATED ~~INC.~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

~~NOTES TO CONDENSED CONSOLIDATED STATEMENTS~~ (UNAUDITED)

1. NATURE OF OPERATIONS

							*Series A*						*Series B*
							*Convertible*						*Convertible*												*Accumulated*
	*Common Stock*						*Preferred Stock*						*Preferred Stock*				*Additional*			*Common*					*Other*
																	*Paid-In*			*Stock*		*Accumulated*			*Comprehensive*
	*Shares*			*Amount*			*Shares*			*Amount*			*Shares*		*Amount*		*Capital*			*Warrants*		*Deficit*			*Loss*			*Total*
2023													*(In thousands, except share data)*
Balance, December 31, 2022		6,995,513		$	70			600,000		$	19,227			—	$	—	$	378,238		$	—	$	(415,388	)	$	(2,955	)	$	(20,808	)
Issuance of common stock, net of issuance costs		597,000			6			—			—			—		—		(6	)		—		—			—			—
Repurchase of common stock		(200,919	)		(2	)		—			—			—		—		(312	)		—		—			—			(314	)
Repurchase of Preferred Stock - Series A		—			—			(600,000	)		(19,227	)		—		—		—			—		18,289			—			(938	)
Issuance of Preferred Stock - Series B		—			—			—			—			12,000		7,714		—			—		—			—			7,714
Preferred stock dividends		—			—			—			—			—		14		—			—		(14	)		—			—
Stock-based compensation expense		—			—			—			—			—		—		226			—		—			—			226
Net loss		—			—			—			—			—		—		—			—		(4,968	)		—			(4,968	)
Foreign currency translation adjustments		—			—			—			—			—		—		—			—		—			172			172
Balance, March 31, 2023		7,391,594			74			—			—			12,000		7,728		378,146			—		(402,081	)		(2,783	)		(18,916	)
Issuance of common stock, net of issuance costs		1,415,133			14			—			—			—		—		34			—		—			—			48
Forfeitures of restricted stock		(3,000	)		—			—			—			—		—		—			—		—			—			—
Issuance of Preferred Stock - Series B		—			—			—			—			66,617		66,328		2,355					—			—			68,683
Preferred stock dividends		—			—			—			—			—		669		—					(669	)		—			—
Forfeiture of common stock warrants		—			—			—			—			—		—		6,227					—			—			6,227
Stock-based compensation expense		—			—			—			—			—		—		217			—		—			—			217
Net loss		—			—			—			—			—		—		—			—		(10,029	)		—			(10,029	)
Balance, June 30, 2023		8,803,727		$	88			—		$	—			78,617	$	74,725	$	386,979		$	—	$	(412,779	)	$	(2,783	)	$	46,230

2024
Balance, December 31, 2023		52,354,450		$	524			—		$	—			—	$	—	$	462,446		$	4,396	$	(418,490	)	$	(2,706	)	$	46,170
Issuance of common stock, net of issuance costs		7,112			—			—			—			—		—		—			—		—			—			—
Stock option exercises		13,125			—			—			—			—		—		37			—		—			—			37
Stock-based compensation expense		—			—			—			—			—		—		845			—		—			—			845
Net loss		—			—			—			—			—		—		—			—		(6,251	)		—			(6,251	)
Foreign currency translation adjustments		—			—			—			—			—		—		—			—		—			(148	)		(148	)
Balance, March 31, 2024		52,374,687			524			—			—			—		—		463,328			4,396		(424,741	)		(2,854	)		40,653
Issuance of common stock, net of issuance costs		13,826			—			—			—			—		—		40			—		—			—			40
Forfeitures of restricted stock		(750	)		—			—			—			—		—		—			—		—			—			—
Stock-based compensation expense		—			—			—			—			—		—		1,457			—		—			—			1,457
Net loss		—			—			—			—			—		—		—			—		(3,311	)		—			(3,311	)
Foreign currency translation adjustments		—			—			—			—			—		—		—			—		—			(51	)		(51	)
Balance, June 30, 2024		52,387,763		$	524			—		$	—			—	$	—	$	464,825		$	4,396	$	(428,052	)	$	(2,905	)	$	38,788

~~Alimera~~See ~~Sciences,~~Notes ~~Inc.,~~to ~~together~~Interim ~~with~~Financial ~~its wholly-owned subsidiaries (the “Company”), is a global pharmaceutical company that specializes in the commercialization and development of ophthalmic retinal pharmaceuticals~~Statements. ~~The Company was formed on June 4, 2003, under the laws of the State of Delaware.~~

The Company presently focuses on diseases affecting the retina, because the Company believes these diseases are not well treated with current therapies and affect millions of people globally. The Company’s commercialized products are ILUVIEN® (fluocinolone acetonide intravitreal implant) 0.19 mg, which has received marketing authorization and reimbursement in the United States and 24 countries for the treatment of diabetic macular edema (“DME”) and YUTIQ® (fluocinolone acetonide intravitreal implant) 0.18 mg, available in the U.S. for the treatment and prevention of non-infectious uveitis affecting the posterior segment of the eye (“NIU-PS”). 9

In Table ~~the U.S. and certain other countries outside Europe, ILUVIEN is indicated for the treatment~~ of 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 countries in Europe, ILUVIEN is indicated for the treatment of vision impairment associated with chronic DME considered insufficiently responsive to available therapies. In addition, ILUVIEN has received marketing authorization in 17 European countries and reimbursement in ten countries for the prevention of relapse in recurrent NIU-PS. Contents

~~The~~ALIMERA ~~Company markets ILUVIEN directly in the U.S.~~SCIENCES, ~~Germany, the United Kingdom (“U~~INC.K.”), Portugal and Ireland. In addition, the Company has entered into various agreements under which distributors are providing or will provide regulatory, reimbursement and sales and marketing support for ILUVIEN in Austria, Belgium, the Czech Republic, Denmark, Finland, France, Italy, Luxembourg, the Netherlands, Norway, Spain, Sweden, Switzerland, Australia, New Zealand and several countries in the Middle East. In addition, the Company has granted an exclusive license to Ocumension Therapeutics (“Ocumension”) for the development and commercialization of the Company’s 0.19 mg fluocinolone acetonide intravitreal injection in China, East Asia and the Western Pacific. As of March 31, 2024, the Company has recognized sales of ILUVIEN to its international distributors in the Middle East, China, Austria, Belgium, Czech Republic, France, Italy, Luxembourg, Spain, the Netherlands, and certain Nordic countries.

InNOTES ~~the~~TO ~~U.S.,~~CONDENSED ~~YUTIQ~~CONSOLIDATED isSTATEMENTS indicated for the treatment and prevention of chronic NIU-PS of the eye. The Company has the rights to commercialize YUTIQ under a product rights agreement dated May 17, 2023 (the “Product Rights Agreement”) with EyePoint Pharmaceuticals, Inc. (“EyePoint Parent”) in the entire world, except Europe, the Middle East and Africa, as the Company had previously licensed from EyePoint Pharmaceuticals US, Inc. (“EyePoint”) rights in those territories to certain products, which included YUTIQ (known as ILUVIEN in Europe, the Middle East and Africa) for the prevention of relapse in recurrent NIU-PS (see Note 4). The Product Rights Agreement also excludes any rights to YUTIQ for the treatment and prevention of chronic NIU-PS in China and certain other countries and regions in Asia, which rights are subject to a pre-existing exclusive license between EyePoint Parent and Ocumension.

21. ~~BASIS~~NATURE OF ~~PRESENTATION~~OPERATIONS

~~The~~Alimera ~~Company~~Sciences, has prepared the accompanying unaudited interim condensed consolidated financial statements and notes thereto (“Interim Financial Statements”) in accordance with accounting principles generally accepted in the UInc.S., ~~(“U.S.~~together ~~GAAP”) for interim financial information and~~ with ~~the~~its ~~instructions to Form 10~~wholly-Qowned ~~and~~subsidiaries ~~Article 8-03 of Regulation S-X of~~ (the ~~Securities and Exchange Commission (~~“~~SEC~~Company”)~~. Accordingly~~, ~~these~~is ~~Interim~~a ~~Financial~~global ~~Statements~~pharmaceutical docompany ~~not~~that ~~include~~specializes ~~all~~in of the ~~information~~commercialization and ~~disclosures~~development ~~required~~of byophthalmic ~~U.S.~~retinal ~~GAAP for complete financial statements~~pharmaceuticals. InThe ~~the opinion of the~~ Company’s ~~management,~~was ~~the~~formed ~~accompanying~~on June ~~Interim Financial Statements reflect all adjustments~~4, ~~which include normal recurring adjustments~~2003, ~~necessary~~under tothe ~~present~~laws ~~fairly~~of the ~~Company’s~~State ~~interim~~of ~~financial information~~Delaware.

The ~~accompanying~~Company ~~Interim~~presently ~~Financial~~focuses ~~Statements~~on ~~and~~diseases ~~related~~affecting ~~notes~~the ~~should~~retina, bebecause ~~read in conjunction with~~ the Company’s ~~audited~~believes ~~financial~~these ~~statements~~diseases ~~for~~are ~~the~~not ~~year~~well ~~ended~~treated ~~December 31,~~with ~~2023,~~current therapies and ~~related~~affect ~~notes~~millions ~~included~~of inpeople ~~the~~globally. The Company’s ~~Annual~~commercialized ~~Report~~products onare ~~Form~~ILUVIEN® ~~10-K~~(fluocinolone ~~for~~acetonide ~~the~~intravitreal ~~year~~implant) ~~ended~~0.19 ~~December 31~~mg, ~~2023,~~ which ~~was~~has ~~filed~~received ~~with~~marketing ~~the~~authorization ~~SEC~~and onreimbursement ~~March 8,~~in ~~2024~~the United States (“U.S.”) and 24 countries for the ~~“2023~~treatment ~~Form~~of ~~10-K~~diabetic macular edema (“DME”) and YUTIQ® (fluocinolone acetonide intravitreal implant) 0.18 ~~The~~mg, ~~financial~~available ~~results~~in the U.S. for ~~any~~the ~~interim~~treatment ~~period~~and ~~are~~prevention ~~not~~of ~~necessarily~~non-infectious ~~indicative~~uveitis ofaffecting the ~~expected~~posterior ~~financial~~segment ~~results~~of ~~for~~ the ~~full~~eye ~~year~~(“NIU-PS”).

AsIn ofthe ~~March~~U.S. ~~31,~~and ~~2024,~~certain ~~and~~other ~~December~~countries ~~31,~~outside ~~2023~~Europe, ILUVIEN is indicated for the ~~Company~~treatment ~~had~~of ~~approximately~~DME ~~$14.3~~in ~~million~~patients ~~and~~who ~~$12.1~~have ~~million~~been inpreviously ~~cash~~treated with a course of corticosteroids and ~~cash~~did ~~equivalents,~~not ~~respectively.~~have ~~The~~a ~~Company~~clinically ~~anticipates~~significant ~~its~~rise ~~commercial~~in ~~operations~~intraocular ~~will~~pressure. ~~generate~~In ~~sufficient~~17 ~~cash~~countries ~~flow~~in Europe, ~~combined~~ILUVIEN ~~with~~is indicated for the ~~Company’s~~treatment ~~current~~of ~~financial~~vision ~~assets,~~impairment associated with chronic DME considered insufficiently responsive to ~~fund~~available ~~all~~therapies. ~~conditional~~In addition, ILUVIEN has received marketing authorization in 17 European countries and ~~unconditional~~reimbursement ~~financial~~in ~~obligations~~ten countries for atthe ~~least~~prevention ~~the~~of ~~next~~relapse 12in ~~months~~recurrent NIU-PS.

3The Company markets ILUVIEN directly in the U.S., ~~SUMMARY~~Germany, OFthe ~~SIGNIFICANT~~United ~~ACCOUNTING~~Kingdom ~~POLICIES~~(“U.K.”), Portugal and Ireland. In addition, the Company has entered into various agreements under which distributors are providing or will provide regulatory, reimbursement and sales and marketing support for ILUVIEN in Austria, Belgium, the Czech Republic, Denmark, Finland, France, Italy, Luxembourg, the Netherlands, Norway, Spain, Sweden, Switzerland, Australia, New Zealand and several countries in the Middle East. In addition, the Company has granted an exclusive license to Ocumension Therapeutics (“Ocumension”) for the development and commercialization of the Company’s 0.19 mg fluocinolone acetonide intravitreal injection in China, East Asia and the Western Pacific. As of June 30, 2024, the Company has recognized sales of ILUVIEN to its international distributors in the Middle East, China, Austria, Belgium, Czech Republic, France, Italy, Luxembourg, Spain, the Netherlands, and certain Nordic countries.

~~The~~In ~~accounting~~the ~~policies~~U.S., ~~followed~~YUTIQ is indicated for ~~quarterly~~the ~~financial~~treatment ~~reporting~~and ~~are~~prevention of chronic NIU-PS of the ~~same~~eye. asThe ~~those~~Company ~~disclosed~~has the rights to commercialize YUTIQ under a product rights agreement dated May 17, 2023 (the “Product Rights Agreement”) with EyePoint Pharmaceuticals, Inc. (“EyePoint Parent”) in the ~~Notes~~entire world, except Europe, the Middle East and Africa, as the Company had previously licensed from EyePoint Pharmaceuticals US, Inc. (“EyePoint”) rights in those territories to ~~Financial~~certain ~~Statements~~products, which included YUTIQ (known as ILUVIEN in Europe, the ~~2023~~Middle ~~Form~~East 10and Africa) for the prevention of relapse in recurrent NIU-KPS (see Note 4). ~~Certain~~The ofProduct Rights Agreement also excludes any rights to YUTIQ for the ~~Company’s~~treatment ~~more~~and ~~significant~~prevention ~~accounting~~of ~~policies~~chronic ~~adopted~~NIU-PS in ~~the~~China ~~current~~and ~~year~~certain other countries and regions in Asia, which rights are assubject ~~follows:~~to a pre-existing exclusive license between EyePoint Parent and Ocumension.

9Agreement and Plan of Merger with ANI Pharmaceuticals, Inc. and ANIP Merger Sub INC.

~~Table~~On June 21, 2024, the Company, entered into an Agreement and Plan of ~~Contents~~Merger (the “Merger Agreement”) with ANI Pharmaceuticals, Inc., a Delaware corporation (“ANI”), and ANIP Merger Sub INC., a Delaware corporation and a wholly owned indirect subsidiary of ANI (“Merger Subsidiary”), providing for the merger of Merger Subsidiary with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned indirect subsidiary of ANI (the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) outstanding immediately prior to the Effective Time (including each Company RSA (as defined below) but excluding any treasury shares or shares owned by ANI, Merger Subsidiary or any other subsidiary of ANI or the Company), shall be canceled and cease to exist and shall be converted into the right to receive (i) $5.50 in cash, without interest (such amount, as may be adjusted in accordance with the Merger Agreement, the “Closing Cash Consideration”) and (ii) one contingent value right (a “CVR”), which shall represent the right to receive the Milestone Payments (as defined below) subject to the terms and conditions set forth in the CVR Agreement (as defined below) (the consideration contemplated by (i) and (ii), together, the “Merger Consideration”).

~~Acquisition~~Consummation of ~~Intangible~~the ~~Assets~~Merger is subject to customary closing conditions, including, without limitation, the absence of certain legal impediments, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval by the holders of a majority of the voting power of the outstanding shares of Company Common Stock entitled to vote on the Merger. Consummation of the Merger by ANI and Merger Subsidiary is further subject to satisfaction of customary closing conditions on the part of the Company, including, without limitation, the Company having performed, or complied with, in all material respects its agreements, covenants and other obligations required to be performed or complied with by the Merger Agreement at or prior to the Closing Date, the representations and warranties of the Company being true and correct (subject in certain instances to materiality qualifiers as specified within the respective agreement), and no continuing Company Material Adverse Effect.

~~The~~Consummation ~~Company~~of ~~accounts for~~ the ~~acquisition~~Merger ofby ~~pharmaceutical~~the ~~product~~Company ~~licenses~~is asfurther ansubject ~~asset~~to ~~acquisition~~satisfaction in accordance with Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASC 805”). ASC 805 specifies that if substantially all of ~~the~~customary ~~fair~~closing ~~value~~conditions ofon the ~~gross~~part ~~assets acquired in a transaction are concentrated in a single identifiable asset or group~~ of ~~similar~~ANI and ~~identifiable assets, then~~ the ~~set~~Merger isSubsidiary, ~~not~~including, awithout ~~business~~limitation, ANI and isMerger ~~recorded~~Subsidiary ashaving anperformed, ~~asset~~or ~~acquisition.~~complied ~~Under this model~~with, ~~the~~in ~~Company~~all ~~assigns~~material ~~the~~respects ~~cost~~all of ~~the~~their ~~transaction~~respective ~~to the acquired tangible assets~~agreements, tocovenants ~~the identified intangible assets~~ and ~~liabilities,~~obligations ~~and~~required to ~~any~~be ~~above~~performed or ~~below-market~~complied ~~contracts.~~with ~~The~~by ~~purchase~~each ~~price,~~of ~~including~~them ~~the~~under ~~direct amounts paid for~~ the ~~net~~Merger ~~assets~~Agreement inat ~~the~~or ~~transaction~~prior ~~and any acquisition costs incurred that relate directly~~ to the ~~acquisition~~Closing Date, ~~is assigned based on~~ the ~~relative~~representations ~~fair~~and ~~values~~warranties of ~~the~~ANI and ~~assets~~Merger ~~acquired~~Subsidiary ~~and~~being ~~liabilities~~true ~~assumed.~~and ~~The~~correct ~~fair~~(subject ~~value~~in ofcertain ~~any~~instances ~~identified~~to ~~intangible~~materiality ~~assets~~qualifiers isas ~~determined~~specified atwithin the ~~acquisition~~respective ~~date~~agreement), ~~based~~and onthe ~~inputs~~CVR ~~and~~Agreement ~~other~~being ~~factors~~in ~~based~~full onforce ~~market~~and ~~participants~~effect.

~~Foreign Currency Translation~~ 10

~~The~~ Table ~~financial statements~~ of each of the Company’s subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders’ equity and weighted average exchange rates for operating results. Translation gains and losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. Foreign currency transaction gains and losses are included in other (expense) income, net in the results of operations.Contents

~~Adoption~~The Merger Agreement includes covenants requiring the Company not to (i) initiate, solicit or knowingly encourage or facilitate any inquiries or the making of ~~New~~any ~~Accounting~~proposal ~~Standards~~or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any non-public information or data to any person, in each case relating to, any Acquisition Proposal or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (iii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of the Company Subsidiaries (as defined in the Merger Agreement) (subject to the Company Board’s (as defined in the Merger Agreement) ability to exercise its fiduciary duties), (iv) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the Delaware General Corporation Law, (v) otherwise knowingly facilitate any effort or attempt by any third party (or its potential sources of financing) to make any proposal or offer that constitutes an Acquisition Proposal, (vi) approve, endorse, recommend or execute or enter into any letter of intent, agreement in principle, term sheet, memorandum of understanding, merger agreement, acquisition agreement or other similar contract relating to an Acquisition Proposal or (vii) approve, authorize, agree or publicly announce any intention to do any of the foregoing, with customary exceptions for superior proposals. The Merger Agreement also includes covenants customary for a transaction of this nature regarding the operation of the business of the Company and its subsidiaries between signing of the Merger Agreement and the Effective Time.

InThe ~~June~~Merger ~~2022,~~Agreement requires the ~~Financial~~Company, ~~Accounting~~as ~~Standards~~promptly ~~Board~~as ~~(“FASB”)~~reasonably ~~issued~~practicable, ~~ASU~~and ~~No.~~in ~~2022-03,~~any ~~Fair~~event ~~Value~~within ~~Measurement~~25 ~~(Topic~~business ~~820)~~days –following ~~Fair~~the ~~Value~~date ~~Measurement~~ of ~~Equity~~the ~~Securities~~Merger ~~Subject~~Agreement, to ~~Contractual~~prepare ~~Sale~~and ~~Restrictions.~~file ~~This~~with ~~standard~~the ~~clarifies~~U.S. ~~that~~Securities aand ~~contractual~~Exchange ~~restriction~~Commission on (the ~~sale~~“SEC”) ofa anproxy ~~equity~~statement ~~security~~for isthe ~~not~~purpose ~~considered part~~ of ~~the~~seeking ~~unit~~stockholder ofapproval ~~account~~to of the ~~equity~~Merger ~~security~~Agreement. ~~and,~~To ~~therefore,~~satisfy isthis ~~not~~requirement, ~~considered~~the inCompany ~~measuring~~completed ~~fair~~a PREM14A ~~value.~~filing ~~This~~with ~~standard became effective for~~ the ~~Company~~SEC on July ~~January 1~~24, 2024. ~~The adoption of this ASU did not have a material impact on the Company’s financial statements.~~

InThe ~~November~~Merger ~~2023~~Agreement ~~the~~contains ~~FASB~~certain ~~issued~~termination ~~ASU~~rights ~~No.~~for ~~2023-07,~~the ~~Segment~~Company ~~Reporting~~and ~~(Topic 280) – Improvements to Reportable Segment Disclosures~~ANI. ~~This~~Upon ~~standard~~termination ~~requires disclosure~~ of ~~significant~~the ~~segment~~Merger ~~expenses~~Agreement ~~that~~under ~~are~~specified ~~regularly~~circumstances, ~~provided to~~ the ~~chief~~Company ~~operating~~will ~~decision~~be ~~maker~~required ~~(“CODM”)~~to ~~and~~pay ~~included~~ANI a ~~within~~termination ~~each~~fee ~~reported measure~~ of ~~segment~~approximately ~~profit~~$10.4 ormillion. ~~loss,~~Among ~~an amount and description of its composition for~~ other ~~segment~~termination ~~items~~rights, toand ~~reconcile~~subject to ~~segment~~certain ~~profit~~limitations, or(i) either ~~loss and~~ the ~~title~~Company ~~and~~or ~~position~~ANI may ofterminate the ~~entity’s~~Merger ~~CODM.~~Agreement ~~The~~if ~~amendments in this update also expand~~ the ~~interim~~Merger ~~segment disclosure requirements. All disclosure requirements under this standard are also required for public entities with a single reportable segment. This standard~~ is ~~effective~~not ~~for~~consummated ~~fiscal years beginning after~~ by December 15 21, ~~2023, and interim periods within fiscal years beginning after December 15,~~ 2024. ~~Early adoption is permitted~~ and (ii) the ~~amendments~~Company inand ~~this~~ANI may ~~update~~mutually ~~are~~agree ~~required~~ to beterminate ~~applied on a retrospective basis. This standard became effective for~~ the ~~Company~~Merger ~~on January 1, 2024~~Agreement. ~~The adoption of this ASU did not have a material impact on the Company’s financial statements and related disclosures.~~

~~Accounting~~At ~~Standards~~the ~~Issued~~Effective ~~but~~Time, ~~Not~~outstanding ~~Yet~~awards of restricted stock with respect to shares of Company Common Stock (each, a “Company RSA”), whether vested or unvested as of immediately prior to the Effective Time, for which the holder thereof made a timely and valid election (an “83(b) Election”) under Section 83(b) of the Internal Revenue Code of 1986, as amended, shall be canceled and cease to exist, and shall be converted into the right to receive the Merger Consideration. At the Effective Time, each Company RSA for which the holder thereof did not make a timely and valid 83(b) Election shall be canceled and converted into the right to receive (i) an amount in cash (without interest and subject to deduction for any required withholding as contemplated by the Merger Agreement) equal to: (A) the total number of shares of such Company RSAs multiplied by (B) the Closing Cash Consideration, without any interest thereon, and (ii) CVRs in an amount equal to the total number of shares of such Company RSAs.

InAt ~~March~~the ~~2020~~Effective Time, ~~the~~each ~~FASB~~stock ~~issued~~option ~~ASU~~granted ~~2020-04,~~by ~~Reference~~the ~~Rate~~Company ~~Reform~~to purchase Company Common Stock (~~Topic~~each, ~~848~~a “Company Option”) -that ~~Facilitation~~is ofoutstanding ~~the~~and ~~Effects~~unvested ofimmediately ~~Reference~~prior ~~Rate~~to ~~Reform~~the onEffective ~~Financial~~Time ~~Reporting~~will ~~(“ASU~~vest ~~2020-04”~~in full, and (i). each ~~This~~Company ~~standard~~Option ~~provides~~that ~~optional~~is ~~expedients~~then outstanding and ~~exceptions~~unexercised ~~for~~and ~~applying~~which ~~U.S.~~has ~~GAAP~~a toper ~~contracts,~~share ~~hedging~~exercise ~~relationships,~~price that is less than the Closing Cash Consideration shall be canceled and ~~other~~converted ~~transactions~~into ~~affected~~the byright ~~reference~~to ~~rate~~receive ~~reform~~the ifsum ~~certain~~of ~~criteria~~an ~~are~~amount ~~met.~~in ~~The~~cash ~~standard~~(without isinterest ~~available~~and ~~until~~subject ~~December~~to ~~31,~~deduction ~~2022.~~for Inany ~~December~~required ~~2022,~~withholding as contemplated in the ~~FASB~~Merger ~~issued~~Agreement) ~~ASU~~equal ~~No.~~to: ~~2022-06~~(a) the excess, ~~Reference~~if ~~Rate~~any, ~~Reform~~of ~~(Topic~~the ~~848):~~Closing ~~Deferral~~Cash Consideration over the exercise price per share of such Company Option; multiplied by the ~~Sunset~~number ~~Date~~of shares of ~~Topic~~Company ~~848~~Common Stock underlying such Company Option and (b) one (1) CVR, (ii) each Company Option that is then outstanding and unexercised, and which ~~extended~~has a per share exercise price that equals or exceeds the ~~period~~Closing ofCash ~~time~~Consideration, ~~preparers~~but ~~can~~is ~~utilize~~less than the ~~reference~~Maximum ~~rate~~Total ~~reform~~Consideration ~~relief~~(as ~~guidance~~defined in ~~ASU~~the ~~2020-04.~~Merger ~~The~~Agreement) ~~guidance~~(each, ~~ensures~~an ~~the~~“Eligible ~~relief~~Option”) inshall ~~ASU~~be ~~2020-04~~canceled ~~covers~~and converted into the ~~period~~right ofto ~~time~~receive ~~during~~a ~~which~~cash payment equal to (a) the ~~significant~~excess, ~~number~~if any, of ~~modifications~~(A) the ~~may~~Total ~~take~~Consideration ~~place~~(as ~~and~~defined in the ~~ASU~~Merger ~~defers~~Agreement) over (B) the ~~sunset~~per ~~date~~share ofexercise ~~ASU~~price ~~2020-04~~of ~~from~~such ~~December~~Eligible 31Option, ~~2022,~~multiplied by (b) the total number of shares of Company Common Stock subject to ~~December~~such 31Eligible Option immediately prior to the Effective Time, ~~2024.~~and ~~The~~(iii) each Company ~~does~~Option ~~not~~that ~~anticipate~~is ~~the~~then ~~adoption~~outstanding ofand ~~this~~unexercised ~~ASU~~and ~~will~~that ~~have~~has a ~~material~~per ~~impact~~share onexercise ~~its~~price ~~financial~~that ~~statements~~is equal or greater than the Maximum Total Consideration shall be canceled with no consideration payable in respect thereof.

InAt ~~October~~the ~~2023~~Effective Time, ~~the~~each ~~FASB~~Company ~~issued~~performance ~~ASU~~stock ~~No.~~unit ~~2023-06,~~(“Company ~~Disclosure~~PSU”) ~~Improvements:~~that ~~Codification~~is ~~Amendments~~then inoutstanding ~~Response~~shall automatically be canceled and converted into the right to receive (i) from the ~~SEC’s~~Surviving ~~Disclosure~~Corporation ~~Update~~an ~~and~~amount ~~Simplification~~of ~~Initiative~~cash ~~(“ASU~~equal ~~2023-06”).~~to ~~This~~the ~~standard~~product ~~modifies~~of (A) the ~~disclosure~~total ornumber ~~presentation~~of ~~requirements~~shares of aCompany ~~variety~~Common ofStock ~~topics~~then ~~and~~underlying ~~aligns~~such ~~requirements~~Company ~~with~~PSUs ~~the~~pursuant ~~SEC’s~~to ~~existing~~the ~~disclosure~~applicable ~~requirements.~~Company ~~ASU~~PSU ~~2023-06~~grant isterms, ~~effective~~with, onfor the ~~date~~avoidance ~~each~~of ~~amendment~~doubt, isall ~~removed~~performance ~~from~~metrics ~~Regulation~~deemed ~~S-X~~achieved orat ~~Regulation~~100%, ~~S-K~~multiplied ~~with~~by ~~early~~(B) the ~~adoption~~Closing ~~prohibited.~~Cash ~~The~~Consideration, ~~amendments~~without inany ~~ASU~~interest ~~2023-06~~thereon ~~will~~and be(ii) CVRs ~~applied~~in ~~prospectively~~an inamount equal to the ~~consolidated~~total ~~financial~~number ~~statements.~~of ~~The~~shares of Company isCommon ~~currently~~Stock ~~evaluating~~then ~~the~~underlying ~~timing~~such ofCompany ~~its~~PSUs ~~adoption~~pursuant ofto ~~this~~the ~~standard~~applicable ~~and~~Company PSU grant terms, with, for the ~~impact~~avoidance onof ~~its~~doubt, ~~financial~~all ~~statements~~performance metrics deemed achieved at 100%.

In December 2023, ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) requires public business entities to disclose on an annual basis additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition, ASU 2023-09 requires disclosure pertaining to taxes paid, net of refunds received, to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. ASU 2023-09 is effective for the Company for the 11

10 Table of Contents

~~Table~~At the Effective Time, each Company restricted stock unit (“Company RSU”) that is then outstanding shall automatically be canceled and converted into the right to receive (i) from the Surviving Corporation an amount of ~~Contents~~cash equal to the product of (A) the number of shares of Company Common Stock then underlying such Company RSU multiplied by (B) the Closing Cash Consideration, without any interest thereon and (ii) CVRs in an amount equal to the total number of shares of Company Common Stock then underlying such Company RSUs.

~~annual~~At ~~period~~the ~~beginning~~Effective onTime, ~~January~~each 1,Company ~~2025.~~warrant ~~Early~~(“Company ~~adoption~~Warrant”) that is ~~permitted.~~outstanding ~~ASU~~as ~~2023-09~~of ~~should~~immediately beprior ~~applied~~to onthe aEffective ~~prospective~~Time ~~basis.~~shall, ~~However~~upon the Effective Time, ~~companies~~convert into the right to receive, upon exercise of such Company Warrant, the same Merger Consideration as such holder would have been entitled to receive following the ~~option~~Effective Time if such holder had been, immediately prior to ~~apply~~the Effective Time, the ~~standard~~holder ~~retrospectively.~~of ~~The~~the number of shares of Company isCommon ~~currently~~Stock ~~evaluating~~then ~~the~~issuable ~~potential~~upon ~~impact~~exercise ~~that~~in ~~this~~full ~~new~~of ~~standard~~such ~~will~~Company ~~have~~Warrant onwithout ~~its~~regard ~~financial~~to ~~statements~~any ~~and~~limitations ~~related~~on ~~disclosures~~exercise contained therein.

4.Voting ~~REVENUE RECOGNITION~~ Agreement

~~Overview~~In connection with the execution of the Merger Agreement, ANI and the Company entered into a voting agreement (the “Voting Agreement”) with Caligan Partners LP, Caligan Partners Master Fund LP and Caligan Partners CV VI LP (collectively, “Caligan”). Pursuant to the Voting Agreement, Caligan has agreed, among other things, to (i) vote or cause to be voted all of its shares of Company Common Stock in favor of the Merger and the transactions contemplated by the Merger Agreement and (ii) prior to the Expiration Time (as defined in the Voting Agreement) and subject to limited exceptions, not to sell or otherwise transfer any of its shares of Company Common Stock other than with the consent of ANI and the Company. The shares of Company Common Stock owned by Caligan represented approximately 32.1% of the outstanding shares of Company Common Stock as of July 31, 2024.

~~The~~Contingent ~~Company~~Value ~~recognizes~~Rights revenue when a customer obtains control of the related good or service pursuant to ASC 606, Revenue from Contracts with Customers. The amount recognized reflects the consideration the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following steps as outlined in the guidance: (1) identify the contract with the customer, (2) identify the performance obligations within the contract, (3) determine the net sales price (“transaction price”), (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when the entity satisfies a performance obligation. At the inception of a contract, the contract is evaluated to determine if it falls within the scope of ASC 606, followed by the Company’s assessment of the goods or services promised within each contract, assessment of whether the promised good or service is distinct and determination of the performance obligations. The Company then recognizes revenue based on the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied.Agreement

IfAt or immediately prior to the ~~contract~~Effective ~~contains~~Time, ANI will enter into a ~~single~~contingent ~~performance~~value ~~obligation,~~rights agreement (the ~~entire~~“CVR ~~transaction~~Agreement”) ~~price~~with isa ~~allocated~~rights toagent (the ~~single~~“Rights ~~performance~~Agent”), ~~obligation.~~pursuant ~~Contracts~~to ~~that~~which ~~contain~~each ~~multiple~~holder ~~performance~~of ~~obligations~~Company ~~require~~Common anStock, ~~allocation~~as well as holders of ~~the~~Company ~~transaction~~Warrants, ~~price~~Company ~~based~~Options, onCompany ~~the~~PSUs, ~~estimated~~Company ~~relative~~RSAs ~~standalone~~and ~~selling~~Company ~~prices~~RSUs, may ofbecome ~~the~~entitled ~~promised~~to ~~products~~contingent orcash ~~services~~payments ~~underlying~~per CVR (each, ~~performance~~a ~~obligation.~~“Milestone ~~The~~Payment”), ~~Company~~such ~~determines~~payments ~~standalone~~being ~~selling~~contingent ~~prices~~upon, ~~based~~and onsubject to, the ~~price~~achievement atof: ~~which~~(i) $140.0 million in net revenue (the ~~performance~~“2026 ~~obligation~~Milestone”) ison ~~sold~~third ~~separately.~~party Ifsales of ILUVIEN and YUTIQ for ANI’s 2026 fiscal year (the ~~standalone~~“2026 ~~selling~~Net ~~price~~Revenue”) isand/or ~~not~~(ii) $160.0 ~~observable~~million ~~through~~in ~~past~~net ~~transactions,~~revenue (the ~~Company~~“2027 ~~estimates~~Milestone” and together with the ~~standalone~~2026 ~~selling~~Milestone, ~~price~~the ~~taking~~“Milestones”) ~~into~~on ~~account~~third ~~available~~party ~~information~~sales ~~such~~of asILUVIEN and ~~market~~YUTIQ for ~~conditions~~ANI’s ~~related~~2027 tofiscal year (the ~~performance~~“2027 ~~obligations~~Net Revenue”).

~~Product~~When issued, each CVR will entitle the holder (the “Holder”) to receive a Milestone Payment upon satisfaction of the applicable Milestones. The Milestone Payment for each CVR will equal the product (rounded to the nearest 1/100 of $0.01) of (i) $0.25 multiplied by a fraction (not exceeding one), the numerator of which is the amount, if any, by which the 2026 Net Revenue exceeds $140.0 million and the denominator of which is $10.0 million (subject to adjustment for the exercise price of Eligible Options) and/or (ii) $0.25 multiplied by a fraction (not exceeding one), the numerator of which is the amount, if any, by which the 2027 Net Revenue exceeds $160.0 million and the denominator of which is $15.0 million (subject to adjustment for the exercise price of Eligible Options).

~~The~~If ~~Company~~a ~~sells~~Milestone ~~its~~is ~~products~~attained, tothe ~~major~~distributions ~~pharmaceutical~~in ~~distributors,~~respect ~~pharmacies,~~of ~~hospitals~~the ~~and~~CVRs ~~wholesalers~~will ~~(collectively,~~be ~~its~~made ~~“Customer(s)”).~~on Inor ~~addition~~prior to ~~distribution agreements with Customers,~~ the ~~Company~~date ~~enters~~that ~~into~~is ~~arrangements~~fifteen ~~with~~(15) ~~healthcare~~business ~~providers~~days ~~and~~following ~~payors~~the ~~that~~filing ~~provide~~by ~~for~~ANI of ~~government-mandated~~its ~~and/or~~audited ~~privately~~financial ~~negotiated~~statements ~~rebates,~~with ~~chargebacks,~~the ~~and~~SEC ~~discounts~~on ~~with~~Form 10-K in respect ~~to the purchase~~ of the ~~Company’s~~applicable ~~products.~~year ~~The Company recognizes revenues from product sales at a point~~ in ~~time~~which ~~when~~such ~~the~~Milestone ~~Customer~~has ~~obtains~~been ~~control~~achieved, ~~typically~~and ~~upon~~will ~~delivery.~~be ~~The~~subject ~~Company~~to ~~accrues~~a ~~for~~number ~~fulfillment~~of ~~costs~~deductions, ~~when~~exceptions ~~the~~and ~~related~~limitations, ~~revenue~~including isbut ~~recognized.~~not ~~Taxes~~limited ~~collected from Customers relating~~ to ~~product~~certain ~~sales and remitted to governmental authorities are excluded from revenues~~taxes.

~~Estimates~~Under the CVR Agreement, the Rights Agent will have, and Holders of ~~Variable~~at ~~Consideration~~least 35% of the CVRs then-outstanding have, certain rights to audit and enforcement on behalf of all Holders of the CVRs. ANI will undertake under the terms of the CVR Agreement to use diligent efforts to achieve the Milestones, as such efforts are further described in the CVR Agreement.'

~~Revenues~~Costs ~~from~~incurred ~~product~~associated ~~sales~~with ~~are recorded at~~ the ~~transaction~~Merger ~~price,~~Agreement ~~which~~totaled ~~includes~~$2.2 ~~estimates~~million ~~of variable consideration~~ for ~~reserves~~both ~~related~~the tothree ~~statutory rebates to State Medicaid~~ and ~~other~~six ~~government~~months ~~agencies;~~ended June ~~commercial rebates and fees to Managed Care Organizations~~30, ~~Group~~2024 ~~Purchasing Organizations, distributors,~~ and ~~specialty~~are ~~pharmacies;~~included ~~product~~in ~~returns;~~general ~~sales discounts (including trade discounts); distributor costs; wholesaler chargebacks;~~ and ~~allowances~~administrative ~~for~~expenses ~~patient~~in ~~assistance~~our ~~programs~~condensed ~~relating~~consolidated tostatement ~~the Company’s sales~~ of ~~its products~~operations.

~~These reserves are based on estimates of the amounts earned or to be claimed on the related sales~~2. ~~Management’s~~BASIS ~~estimates~~OF take into consideration historical experience, current contractual and statutory requirements, specific known market events and trends, industry data, and Customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. The amount of variable consideration included in the net sales price is limited to the amount that is probable not to result in a significant reversal in the amount of the cumulative revenue recognized in a future period. If actual results vary, the Company may adjust these estimates, which could have an effect on earnings in the period of adjustment.PRESENTATION

~~With~~The ~~respect~~Company tohas prepared the ~~Company’s~~accompanying ~~international~~unaudited ~~contracts~~interim condensed consolidated financial statements and notes thereto (“Interim Financial Statements”) in accordance with ~~third-party~~accounting ~~distributors,~~principles ~~certain~~generally ~~contracts~~accepted ~~have~~in ~~elements~~the ofU.S. ~~variable~~(“U.S. ~~consideration,~~GAAP”) ~~and~~for ~~management~~interim ~~reviews~~financial ~~those~~information ~~contracts~~and onwith athe ~~regular~~instructions ~~basis~~to Form 10-Q and ~~makes~~Article ~~estimates~~8-03 of ~~revenue~~Regulation ~~based~~S-X onof ~~historical~~the ~~ordering~~SEC. ~~patterns~~Accordingly, ~~and~~these ~~known~~Interim ~~market~~Financial ~~events~~Statements ~~and~~do ~~data.~~not ~~The~~include ~~amount~~all of ~~variable~~the ~~consideration~~information ~~included~~and indisclosures ~~net~~required ~~sales~~by inU.S. ~~each~~GAAP ~~period~~for ~~could~~complete ~~vary~~financial ~~depending~~statements. onIn the ~~terms~~opinion of ~~these~~the ~~contracts~~Company’s ~~and~~management, the ~~probability~~accompanying ofInterim ~~reversal~~Financial inStatements ~~future~~reflect ~~periods~~all adjustments, which include normal recurring adjustments, necessary to present fairly the Company’s interim financial information.

~~Consideration~~The ~~Payable~~accompanying toInterim ~~Customers~~Financial Statements and related notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2023, and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 8, 2024 (the “2023 Form 10-K”). The financial results for any interim period are not necessarily indicative of the expected financial results for the full year.

~~Distribution~~As ~~service~~of June ~~fees~~30, ~~are~~2024 and December ~~payments~~31, ~~issued~~2023, tothe ~~distributors~~Company ~~for~~had ~~compliance~~approximately ~~with~~$10.9 million ~~various~~and ~~contractually~~$12.1 ~~defined~~million ~~inventory~~in ~~management~~cash ~~practices~~and orcash ~~services~~equivalents, ~~provided~~respectively. toThe ~~support~~Company ~~patient~~anticipates ~~access~~its tocommercial aoperations ~~product.~~will ~~Distribution~~generate ~~service~~sufficient ~~fees~~cash ~~reserves~~flow, ~~are~~combined ~~based~~with on the ~~terms~~Company’s ofcurrent ~~each~~financial ~~individual~~assets, ~~contract~~to ~~and~~fund ~~are~~all ~~classified~~conditional ~~within~~and ~~accrued~~unconditional ~~expenses~~financial ~~and~~obligations ~~are~~for ~~recorded~~at asleast athe ~~reduction~~next of12 ~~revenue~~months.

11 12

Table of Contents

~~Product~~3. ~~Returns~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The ~~Company’s~~accounting policies ~~provide~~followed for ~~product~~quarterly ~~returns~~financial inreporting are the ~~following~~same ~~circumstances:~~as ~~(a)~~those ~~expiration~~disclosed ~~of shelf life on certain products; (b) product damaged while~~ in the ~~Customer’s~~Notes ~~possession; and (c) following product recalls. Generally, returns for expired product are accepted three months before and up~~ to ~~one~~Financial ~~year~~Statements ~~after~~included ~~the~~in ~~expiration date of~~ the 2023 ~~related~~Form ~~product, and the related product is destroyed after it is returned~~10-K. ~~The~~Certain ~~Company may, at its option, either refund the sales price paid by the Customer by issuing a credit or exchange~~ of the ~~returned product for replacement inventory. The~~ Company’s ~~typically~~more ~~does~~significant ~~not~~accounting ~~provide~~policies ~~cash~~adopted ~~refunds. The Company estimates the proportion of recorded revenue that will result~~ in ~~a return by considering relevant factors, including historical returns experience,~~ the ~~estimated~~current ~~level~~year ofare ~~inventory~~as ~~in the distribution channel, the shelf life of products, and product recalls, if any.~~follows:

~~The~~Acquisition ~~estimation process for product returns involves, in each case, several interrelating assumptions, which vary for each Customer. The Company estimates the amount~~ of ~~its~~Intangible product sales that may be returned by its Customers and records this estimate as a reduction of revenue from product sales in the period the related revenue is recognized, and because this returned product cannot be resold, there is no corresponding asset for product returns. Through the date of the Interim Financial Statements, product returns have been minimal.Assets

~~Collaboration~~The Company accounts for the acquisition of pharmaceutical product licenses as an asset acquisition in accordance with Business Combinations (Topic 805) – Accounting for Contract Assets and ~~License~~Contract ~~Revenue~~Liabilities from Contracts with Customers (“ASC 805”). ASC 805 specifies that if substantially all of the fair value of the gross assets acquired in a transaction are concentrated in a single identifiable asset or group of similar identifiable assets, then the set is not a business and is recorded as an asset acquisition. Under this model, the Company assigns the cost of the transaction to the acquired tangible assets, to the identified intangible assets and liabilities, and to any above or below-market contracts. The purchase price, including the direct amounts paid for the net assets in the transaction and any acquisition costs incurred that relate directly to the acquisition, is assigned based on the relative fair values of the assets acquired and liabilities assumed. The fair value of any identified intangible assets is determined at the acquisition date based on inputs and other factors based on market participants.

~~The~~Foreign ~~Company~~Currency enters into agreements in which it licenses certain rights to its products to partner companies that act as distributors. The terms of these agreements may include payment to the Company of one or more of the following: non-refundable up-front license fees, milestone payments if specified objectives are achieved, and/or royalties on product sales. The Company recognizes revenue from upfront payments at a point in time, typically upon fulfilling the delivery of the associated intellectual property to the customer.Translation

~~Contracts~~The ~~that~~financial ~~contain~~statements ~~multiple~~of ~~performance~~each ~~obligations require an allocation~~ of the ~~transaction~~Company’s ~~price~~subsidiaries ~~based~~with ona ~~the~~functional ~~estimated~~currency ~~relative~~other ~~standalone~~than ~~selling~~the ~~prices~~U.S. ofdollar ~~the~~are ~~promised~~translated ~~products~~into orU.S. ~~services~~dollars ~~underlying~~using ~~each~~period-end ~~performance~~exchange ~~obligation.~~rates ~~The~~for ~~Company~~assets ~~determines~~and ~~standalone~~liabilities, ~~selling~~historical ~~prices~~exchange ~~based~~rates onfor ~~the~~stockholders’ ~~price~~equity atand ~~which~~weighted ~~the~~average ~~performance~~exchange ~~obligation~~rates isfor ~~sold~~operating ~~separately~~results. IfTranslation ~~the~~gains ~~standalone~~and ~~selling~~losses ~~price~~are isincluded ~~not~~in ~~observable~~accumulated ~~through~~other ~~past~~comprehensive ~~transactions,~~income ~~the~~(loss) ~~Company~~in ~~estimates~~stockholders’ ~~the~~equity. ~~standalone~~Foreign ~~selling~~currency ~~price~~transaction ~~taking~~gains ~~into~~and ~~account~~losses ~~available~~are ~~information~~included ~~such~~in asother ~~market~~(expense) ~~conditions~~income, ~~related~~net toin the ~~performance~~results ~~obligations~~of operations.

~~The~~Adoption ~~Company will recognize sales-based milestone payments as revenue upon the achievement~~ of ~~the~~New ~~cumulative~~Accounting sales amount specified in the contract in accordance with ASC 606. For those milestone payments which are contingent on the occurrence of particular future events, the Company determines that these need to be considered for inclusion in the calculation of total consideration from the contract as a component of variable consideration using the expected value method. As such, the Company assesses each milestone to determine the probability of and substance behind achieving each milestone. Given the inherent uncertainty associated with these future events, the Company will not recognize revenue from such milestones until there is a high probability of occurrence, which typically occurs near or upon achievement of the event.Standards

~~Customer~~In June ~~Payment~~2022, ~~Obligations~~the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-03, Fair Value Measurement (Topic 820) – Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This standard clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This standard became effective for the Company on January 1, 2024. The adoption of this ASU did not have a material impact on the Company’s financial statements.

~~The~~In November ~~Company~~2023, ~~receives~~the ~~payments~~FASB ~~from~~issued ~~its~~ASU ~~Customers~~No. ~~based~~2023-07, onSegment ~~billing~~Reporting ~~schedules~~(Topic ~~established~~280) in– ~~each~~Improvements ~~contract,~~to ~~which~~Reportable ~~vary~~Segment ~~across~~Disclosures. ~~the~~This ~~Company’s~~standard ~~locations,~~requires ~~but~~disclosure ~~generally~~of ~~range~~significant ~~between~~segment 30expenses tothat ~~120~~are ~~days.~~regularly ~~Occasionally,~~provided to the ~~Company~~chief ~~offers~~operating ~~extended~~decision ~~payment~~maker ~~terms~~(“CODM”) and included within each reported measure of segment profit or ~~payment~~loss, ~~term~~an ~~discounts~~amount and description of its composition for other segment items to ~~certain~~reconcile ~~Customers.~~to ~~Amounts~~segment ~~are~~profit ~~recorded~~or asloss ~~accounts~~and ~~receivable~~the ~~when~~title and position of the ~~Company~~entity’s ~~right~~CODM. toThe ~~consideration~~amendments isin ~~unconditional~~this update also expand the interim segment disclosure requirements. ~~The~~All ~~Company~~disclosure ~~does~~requirements ~~not~~under ~~assess~~this ~~whether~~standard aare ~~contract~~also ~~has~~required for public entities with a ~~significant~~single ~~financing~~reportable ~~component~~segment. ifThis ~~the~~standard ~~expectation~~is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is ~~that~~permitted and the ~~Customer~~amendments ~~will~~in ~~pay~~this update are required to be applied on a retrospective basis. This standard became effective for the ~~product~~Company oron January ~~services~~1, ~~within~~2024. ~~one~~The ~~year~~adoption orof ~~less~~this ofASU ~~receiving~~did ~~those~~not ~~products~~have ora ~~services~~material impact on the Company’s financial statements and related disclosures.

~~Accounts~~Accounting ~~Receivable,~~Standards ~~net~~Issued but Not Yet Effective

~~Accounts~~In March ~~receivable~~2020, ~~are~~the ~~generated~~FASB ~~through~~issued ~~sales~~ASU ~~primarily~~2020-04, toReference ~~major~~Rate ~~pharmaceutical~~Reform ~~distributors,~~(Topic ~~pharmacies,~~848) ~~hospitals~~- ~~and~~Facilitation ~~wholesalers.~~of ~~The~~the ~~Company~~Effects ~~does~~of ~~not~~Reference ~~require~~Rate ~~collateral~~Reform ~~from~~on ~~its~~Financial ~~customers~~Reporting (“ASU 2020-04”). This standard provides optional expedients and exceptions for ~~accounts~~applying ~~receivable~~U.S. ~~The~~GAAP ~~carrying~~to ~~amount~~contracts, ofhedging ~~accounts~~relationships, ~~receivable~~and isother ~~reduced~~transactions affected by anreference ~~allowance~~rate ~~for~~reform ~~expected~~if ~~credit~~certain ~~losses~~criteria ~~that~~are ~~reflects~~met. ~~management’s~~The ~~best~~standard ~~estimate~~is ofavailable ~~the~~until December ~~amounts~~31, ~~that~~2022. ~~will~~In December ~~not~~2022, bethe ~~collected.~~FASB ~~Management~~issued ~~considers~~ASU ~~many~~No. ~~factors~~2022-06, inReference ~~assessing~~Rate ~~the~~Reform ~~need~~(Topic ~~for~~848): anDeferral ~~allowance~~of ~~for~~the ~~expected~~Sunset ~~credit~~Date ~~losses~~of Topic 848, ~~including~~which extended the ~~length~~period of time ~~trade~~preparers ~~accounts~~can ~~receivable~~utilize ~~are~~the ~~past~~reference ~~due,~~rate ~~the~~reform ~~customer’s~~relief ~~ability~~guidance toin ~~pay~~ASU ~~its~~2020-04. ~~obligation,~~The ~~customer~~guidance ~~types,~~ensures ~~credit~~the ~~worthiness~~relief ~~and~~in ASU 2020-04 covers the ~~condition~~period of ~~the~~time ~~general~~during ~~economy~~which a significant number of modifications may take place and the ~~industry~~ASU asdefers athe ~~whole.~~sunset ~~From~~date ~~time~~of toASU ~~time~~2020-04 from December 31, ~~management~~2022, ~~may~~to December ~~adjust~~31, ~~its~~2024. ~~assumptions~~The ~~for~~Company ~~anticipated~~does ~~changes~~not inanticipate ~~any~~the adoption of ~~those~~this orASU ~~other~~will ~~factors~~have ~~expected~~a tomaterial ~~affect~~impact ~~collectability~~on its financial statements.

~~The~~In October ~~Company~~2023, ~~writes~~the ~~off~~FASB ~~accounts~~issued ~~receivable~~ASU ~~when~~No. ~~management~~2023-06, ~~determines~~Disclosure ~~they~~Improvements: ~~are~~Codification ~~uncollectable~~Amendments ~~and~~in ~~credits~~Response ~~payments~~to ~~subsequently~~the ~~received~~SEC’s onDisclosure ~~such~~Update ~~receivables~~and toSimplification ~~bad~~Initiative ~~debt~~(“ASU ~~expense~~2023-06”). inThis standard modifies the ~~period~~disclosure ~~received.~~or Aspresentation requirements of ~~March~~a ~~31,~~variety ~~2024~~of topics and ~~2023,~~aligns requirements with the ~~Company~~SEC’s ~~had~~existing $0disclosure requirements.2 ~~million~~ASU ~~reserved~~2023-06 ~~for~~is ~~expected~~effective ~~credit~~on ~~losses.~~the ~~During~~date ~~the~~each ~~three~~amendment ~~months~~is ~~ended~~removed ~~March~~from ~~31,~~Regulation ~~2024~~S-X ~~and~~or Regulation S-K with early adoption prohibited. The amendments in ASU 2023,-06 will be applied prospectively in the consolidated financial statements. The Company ~~reserved~~is ~~for~~currently ~~$0.2~~evaluating ~~million~~the ~~and~~timing ~~$0.9~~of ~~million~~its ~~for~~adoption ~~expected~~of ~~credit~~this ~~losses,~~standard ~~respectively.~~and the impact on its financial statements.

12In December 2023, ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) requires public business entities to disclose on an annual basis additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition, ASU 2023-09 requires disclosure pertaining to taxes paid, net of refunds received, to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. ASU 2023-09 is effective for the Company for the annual period beginning on January 1, 2025. Early adoption is permitted. ASU 2023-09 should be applied on a prospective basis. However, companies have the option to apply the standard retrospectively. The Company is currently evaluating the potential impact that this new standard will have on its financial statements and related disclosures.

~~Table of Contents~~ 13

~~Allowance~~ Table ~~for doubtful accounts consisted~~ of ~~the following as of March 31, 2024 and 2023, respectively:~~Contents

	March 31,
	2024		2023
	(In thousands)
Beginning balance	$	1,222	$	—
Provision for credit losses		176		871
Write-off of bad debt		(1,212)		(686)
Ending Balance	$	186	$	185

4. REVENUE RECOGNITION

~~5. LEASES~~Overview

The Company ~~evaluates~~recognizes ~~all~~revenue when a customer obtains control of ~~its~~the ~~contracts~~related good or service pursuant to ~~determine~~ASC ~~whether~~606, itRevenue isfrom orContracts ~~contains~~with aCustomers. ~~lease~~The ~~component~~amount ~~under~~recognized ~~FASB~~reflects ~~ASC~~the ~~842~~consideration –the ~~Leases~~entity ~~(“ASC~~expects ~~842”)~~to receive in exchange for those goods or services. ~~Upon~~To ~~adoption~~determine revenue recognition for arrangements that an entity determines are within the scope of ASC ~~842~~606, the Company ~~elected~~performs the ~~transition~~following ~~package~~steps ofas ~~three~~outlined ~~practical~~in ~~expedients~~the ~~permitted~~guidance: ~~within~~(1) identify the ~~standard.~~contract Inwith ~~accordance~~the ~~with~~customer, (2) identify the ~~package~~performance ofobligations ~~practical~~within ~~expedients~~the contract, ~~the~~(3) ~~Company~~determine ~~did~~the ~~not~~net ~~reassess~~sales ~~initial~~price ~~direct~~(“transaction ~~costs~~price”), ~~lease~~(4) ~~determination~~allocate ~~and~~the ~~classification~~transaction ~~for~~price ~~existing~~to ~~leases.~~the ~~The~~performance ~~Company~~obligations ~~made~~in anthe ~~accounting~~contract, ~~policy~~and ~~election~~(5) ~~not to~~ recognize ~~right~~revenue ofwhen ~~use~~the ~~assets~~entity ~~and~~satisfies ~~liabilities~~a ~~for~~performance ~~leases~~obligation. ~~with~~At athe ~~term~~inception of 12a ~~months~~contract, orthe ~~less,~~contract oris ~~those~~evaluated ~~that~~to dodetermine ~~not~~if ~~meet~~it falls within the ~~Company’s~~scope ~~capitalization~~of ~~threshold~~ASC 606, ~~unless~~followed by the ~~leases~~Company’s ~~include~~assessment ~~options~~of tothe ~~renew~~goods or ~~purchase~~services ~~the~~promised ~~underlying~~within ~~asset~~each ~~that~~contract, ~~are~~assessment ~~reasonably~~of ~~certain~~whether tothe bepromised ~~exercised.~~good ~~Lease~~or ~~costs~~service ~~associated~~is ~~with~~distinct ~~those~~and ~~leases~~determination ~~are~~of ~~recognized~~the asperformance ~~incurred~~obligations. The Company ~~has~~then ~~also~~recognizes ~~chosen~~revenue based on the ~~practical~~transaction ~~expedient~~price that ~~allows~~is itallocated to ~~combine~~the ~~lease~~respective ~~and~~performance ~~non-lease~~obligation ~~components~~when asthe aperformance ~~single~~obligation ~~lease~~is ~~component~~satisfied.

~~Lease~~If ~~renewal~~the ~~options~~contract ~~are~~contains ~~not~~a ~~recognized~~single asperformance ~~part~~obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the ~~lease~~transaction ~~liability~~price ~~until~~based on the ~~Company~~estimated ~~determines~~relative itstandalone isselling ~~reasonably~~prices ~~certain~~of itthe ~~will~~promised ~~exercise~~products ~~any~~or ~~applicable~~services ~~renewal~~underlying ~~options~~each performance obligation. The Company ~~has~~determines ~~determined~~standalone ~~that~~selling itprices isbased ~~not~~on ~~reasonably~~the ~~certain~~price itat ~~will~~which ~~exercise~~the ~~any~~performance ~~applicable~~obligation ~~renewal~~is ~~options~~sold separately. ~~Accordingly,~~If the ~~Company~~standalone ~~has~~selling ~~not~~price ~~recorded~~is ~~any~~not ~~liability~~observable ~~for~~through ~~renewal~~past ~~options~~transactions, inthe ~~these~~Company ~~consolidated~~estimates ~~financial~~the ~~statements.~~standalone ~~The~~selling ~~useful~~price ~~lives~~taking ofinto ~~leased~~account ~~assets~~available asinformation ~~well~~such as ~~leasehold~~market ~~improvements,~~conditions ifrelated ~~any,~~to ~~are limited by~~ the ~~expected~~performance ~~lease term~~obligations.

~~Operating~~Product ~~Leases~~Revenue

The Company’s ~~operating~~sells ~~lease~~its ~~activities~~products ~~primarily~~to ~~consist~~major ofpharmaceutical ~~leases~~distributors, ~~for~~pharmacies, ~~office~~hospitals ~~space~~and inwholesalers ~~the U.S.~~(collectively, ~~the~~its U“Customer(s)”).~~K.,~~ ~~Ireland,~~In ~~Portugal~~addition ~~and~~to ~~Germany.~~distribution ~~Most~~agreements ofwith ~~these~~Customers, ~~leases~~the ~~include~~Company ~~options~~enters tointo ~~renew,~~arrangements with ~~renewal~~healthcare ~~terms~~providers ~~generally~~and ~~ranging~~payors ~~from~~that ~~one~~provide tofor ~~eight~~government-mandated ~~years.~~and/or ~~The~~privately ~~exercise~~negotiated ofrebates, ~~lease~~chargebacks, ~~renewal~~and ~~options~~discounts iswith atrespect to the ~~Company’s~~purchase ~~sole discretion. Certain~~ of the Company’s ~~operating~~products. ~~lease~~The ~~agreements~~Company ~~include~~recognizes ~~variable~~revenues ~~lease~~from ~~costs~~product ~~that~~sales ~~are~~at ~~based~~a onpoint ~~common~~in ~~area~~time ~~maintenance~~when ~~and~~the ~~property~~Customer ~~taxes~~obtains control, typically upon delivery. The Company ~~expenses~~accrues ~~these~~fulfillment ~~payments~~costs aswhen ~~incurred~~the related revenue is recognized. ~~The~~Taxes ~~Company’s~~collected ~~operating~~from ~~lease~~Customers ~~agreements~~relating doto ~~not~~product ~~contain~~sales ~~any~~and ~~material~~remitted ~~residual~~to ~~value~~governmental ~~guarantees~~authorities orare ~~material~~excluded ~~restrictive~~from ~~covenants~~revenues.

~~Supplemental~~Estimates ~~balance sheet information as~~ of ~~March~~Variable ~~31, 2024 and December 31, 2023 for the Company’s operating leases is as follows:~~Consideration

	March 31,		December 31,
	2024		2023
	(In thousands)
Non-current assets:
Right-of-use assets, net	$	1,060	$	1,124
Total lease assets	$	1,060	$	1,124
Current liabilities:
Accrued expenses	$	584	$	634
Non-current liabilities:
Other non-current liabilities		1,759		1,826
Total lease liabilities	$	2,343	$	2,460

Revenues from product sales are recorded at the transaction price, which includes estimates of variable consideration for reserves related to statutory rebates to State Medicaid and other government agencies; commercial rebates and fees to Managed Care Organizations, Group Purchasing Organizations, distributors, and specialty pharmacies; product returns; sales discounts (including trade discounts); distributor costs; wholesaler chargebacks; and allowances for patient assistance programs relating to the Company’s sales of its products.

~~The~~These ~~Company’s~~reserves ~~operating~~are ~~lease~~based ~~cost~~on ~~for~~estimates of the ~~three~~amounts ~~months~~earned ~~ended~~or ~~March~~to 31be claimed on the related sales. Management’s estimates take into consideration historical experience, ~~2024~~current contractual and ~~2023~~statutory ~~was~~requirements, ~~$0.1~~specific ~~million~~known ~~for~~market ~~both~~events ~~periods~~and trends, industry data, and Customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. The amount of variable consideration included in ~~general~~the ~~and~~net ~~administrative~~sales ~~expenses~~price is limited to the amount that is probable not to result in ~~its~~a ~~condensed~~significant ~~consolidated~~reversal ~~statement~~in the amount of ~~operations~~the cumulative revenue recognized in a future period. If actual results vary, the Company may adjust these estimates, which could have an effect on earnings in the period of adjustment.

13With respect to the Company’s international contracts with third-party distributors, certain contracts have elements of variable consideration, and management reviews those contracts on a regular basis and makes estimates of revenue based on historical ordering patterns and known market events and data. The amount of variable consideration included in net sales in each period could vary depending on the terms of these contracts and the probability of reversal in future periods.

~~Table~~Consideration ofPayable ~~Contents~~to Customers

AsDistribution ofservice ~~March~~fees ~~31,~~are ~~2024,~~payments issued to distributors for compliance with various contractually defined inventory management practices or services provided to support patient access to a ~~schedule~~product. ofDistribution ~~maturity~~service offees ~~lease~~reserves ~~liabilities~~are ~~under~~based ~~all~~on the terms of ~~the~~each ~~Company’s~~individual ~~operating~~contract ~~leases~~and isare classified within accrued expenses and are recorded as ~~follows:~~a reduction of revenue.

Years Ending December 31	(In thousands)
2024 (remaining)	$	489
2025		474
2026		488
2027		503
2028		518
Thereafter		534
Total		3,006
Less amount representing interest		(663)
Present value of minimum lease payments		2,343
Less current portion (as a portion of accrued expenses)		(584)
Non-current portion (as a portion of other non-current liabilities)	$	1,759

Product Returns

~~For~~The Company’s policies provide for product returns in the following circumstances: (a) expiration of shelf life on certain products; (b) product damaged while in the Customer’s possession; and (c) following product recalls. Generally, returns for expired product are accepted three months ~~ended~~before ~~March~~and ~~31,~~up ~~2024~~to one year after the expiration date of the related product, and ~~2023~~the related product is destroyed after it is returned. The Company may, ~~cash~~at its option, either refund the sales price paid ~~for~~by ~~operating~~the ~~leases~~Customer ~~was~~by ~~$0.2~~issuing ~~million~~a credit or exchange of the returned product for ~~both~~replacement ~~periods~~inventory. NoThe ~~right-~~Company typically does not provide cash refunds. The Company estimates the proportion of~~-use~~ ~~assets~~recorded ~~were~~revenue ~~obtained~~that will result in ~~connection~~a ~~with~~return ~~operating~~by ~~leases~~considering ~~for~~relevant factors, including historical returns experience, the ~~three~~estimated ~~months~~level ~~ended~~of ~~March~~inventory 31in the distribution channel, ~~2024~~the orshelf ~~2023~~life of products, and product recalls, if any.

AsThe ofestimation ~~March~~process 31for product returns involves, ~~2024~~in each case, several interrelating assumptions, which vary for each Customer. The Company estimates the ~~weighted~~amount ~~average~~of ~~remaining~~its ~~lease~~product ~~terms~~sales that may be returned by its Customers and records this estimate as a reduction of revenue from product sales in the ~~Company’s~~period ~~operating~~the ~~leases~~related ~~was~~revenue ~~5.5~~is ~~years.~~recognized, ~~The~~and ~~weighted~~because ~~average~~this ~~discount~~returned ~~rate~~product ~~used~~cannot tobe ~~determine~~resold, ~~the~~there ~~lease~~is ~~liabilities~~no ~~was~~corresponding 9asset for product returns.~~5%.~~ Through the date of the Interim Financial Statements, product returns have been minimal.

~~Finance Leases~~ 14

~~The~~ Table ~~Company’s finance lease activities primarily consist~~ of leases for office equipment and automobiles. Property and equipment leases are capitalized at the lesser of fair market value or the present value of the minimum lease payments at the inception of the leases using the Company’s incremental borrowing rate. The Company’s finance lease agreements do not contain any material residual value guarantees or material restrictive covenants.Contents

~~Supplemental~~Collaboration ~~balance sheet information as of March 31, 2024~~ and ~~December 31,~~License ~~2023 for the Company’s finance leases is as follows:~~Revenue

	March 31,		December 31,
	2024		2023
	(In thousands)
Non-current assets:
Property and equipment, net	$	580	$	554
Total lease assets	$	580	$	554
Current liabilities:
Finance lease obligations	$	220	$	194
Non-current liabilities:
Finance lease obligations - less current portion		256		256
Total lease liabilities	$	476	$	450

The Company enters into agreements in which it licenses certain rights to its products to partner companies that act as distributors. The terms of these agreements may include payment to the Company of one or more of the following: non-refundable up-front license fees, milestone payments if specified objectives are achieved, and/or royalties on product sales. The Company recognizes revenue from upfront payments at a point in time, typically upon fulfilling the delivery of the associated intellectual property to the customer.

~~Depreciation~~Contracts ~~expense~~that ~~associated~~contain ~~with~~multiple ~~property~~performance ~~and~~obligations ~~equipment~~require ~~under~~an ~~finance~~allocation ~~leases~~of ~~was~~the ~~approximately~~transaction ~~$0.1~~price ~~million~~based ~~for~~on ~~both~~the estimated relative standalone selling prices of the ~~three~~promised ~~months~~products ~~ended~~or ~~March~~services ~~31,~~underlying ~~2024~~each ~~and~~performance ~~2023~~obligation. ~~Interest~~The ~~expense~~Company ~~associated~~determines ~~with~~standalone ~~finance~~selling ~~leases~~prices ~~was~~based ~~less~~on ~~than~~the ~~$0.1~~price ~~million~~at ~~for~~which ~~both~~the performance obligation is sold separately. If the ~~three~~standalone ~~months~~selling ~~ended~~price ~~March~~is 31not observable through past transactions, ~~2024~~the ~~and~~Company ~~2023.~~estimates the standalone selling price taking into account available information such as market conditions related to the performance obligations.

AsThe Company will recognize sales-based milestone payments as revenue upon the achievement of ~~March~~the ~~31,~~cumulative ~~2024,~~sales aamount ~~schedule~~specified in the contract in accordance with ASC 606. For those milestone payments which are contingent on the occurrence of ~~maturity~~particular future events, the Company determines that these need to be considered for inclusion in the calculation of ~~lease~~total ~~liabilities~~consideration ~~under~~from ~~finance~~the ~~leases,~~contract ~~together~~as ~~with~~a component of variable consideration using the ~~present~~expected value method. As such, the Company assesses each milestone to determine the probability of ~~minimum~~and ~~lease~~substance ~~payments~~behind achieving each milestone. Given the inherent uncertainty associated with these future events, the Company will not recognize revenue from such milestones until there is asa ~~follows:~~high probability of occurrence, which typically occurs near or upon achievement of the event.

Years Ending December 31	(In thousands)
2024 (remaining)	$	259
2025		252
2026		144
2027		3
Total		658
Less amount representing interest		(182)
Present value of minimum lease payments		476
Less current portion		(220)
Non-current portion	$	256

Customer Payment Obligations

~~Cash~~The ~~paid~~Company ~~for~~receives ~~finance~~payments ~~leases~~from ~~was~~its ~~$0.1~~Customers ~~million~~based ~~during~~on ~~both~~billing ofschedules established in each contract, which vary across the ~~three~~Company’s ~~months~~locations, ~~ended~~but ~~March~~generally 31range between 30 to 120 days. Occasionally, ~~2024~~the ~~and~~Company ~~2023~~offers extended payment terms or payment term discounts to certain Customers. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company ~~acquired~~does not assess whether a contract has a significant financing component if the expectation is that the Customer will pay for the product or services within one year or less of receiving those products or services.

14Accounts Receivable, net

~~Table~~Accounts receivable are generated through sales primarily to major pharmaceutical distributors, pharmacies, hospitals and wholesalers. The Company does not require collateral from its customers for accounts receivable. The carrying amount of ~~Contents~~accounts receivable is reduced by an allowance for expected credit losses that reflects management’s best estimate of the amounts that will not be collected. Management considers many factors in assessing the need for an allowance for expected credit losses, including the length of time trade accounts receivable are past due, the customer’s ability to pay its obligation, customer types, credit worthiness and the condition of the general economy and the industry as a whole. From time to time, management may adjust its assumptions for anticipated changes in any of those or other factors expected to affect collectability.

$0The Company writes off accounts receivable when management determines they are uncollectable and credits payments subsequently received on such receivables to bad debt expense in the period received.1 ~~million~~As of June ~~property~~30, 2024 and ~~equipment~~2023, inthe ~~exchange~~Company ~~for~~had ~~finance~~$0.2 ~~leases~~million ~~during~~reserved ~~both~~for ofexpected credit losses. During the three months ended June ~~March 31~~30, 2024 and 2023, the Company reserved $0 and $0.6 million for expected credit losses, respectively.

AsAllowance offor ~~March~~credit ~~31,~~losses ~~2024,~~consisted ~~the weighted average remaining lease terms~~ of the ~~Company’s~~following ~~finance~~for ~~leases~~the ~~was~~three ~~1.3~~and ~~years.~~six ~~The~~months ~~weighted~~ended June ~~average~~30, ~~discount~~2024 ~~rate~~and ~~used to determine the finance lease liabilities was 10.1%.~~2023:

6. INVENTORY

	*Three Months Ended June 30,*
	*2024*		*2023*
	(In thousands)
Beginning balance	$	186	$	185
Provision for credit losses		—		625
Write-off of bad debt		—		(625	)
Ending Balance	$	186	$	185

Inventories are stated at the lower of cost or net realizable value with cost determined under the first in, first out (“FIFO”) method. Included in inventory costs are component parts, work-in-progress and finished goods. The Company relies on third-party manufacturers for the production of all inventory and does not capitalize any internal costs. The Company periodically reviews inventories for excess, obsolete or expiring inventory and writes down obsolete or otherwise unmarketable inventory to its estimated net realizable value in the period in which the impairment is identified.

	For the Six Months Ended June 30,
	2024			2023
	(In thousands)
Beginning balance	$	1,222		$	—
Provision for credit losses		176			1,496
Write-off of bad debt		(1,212	)		(1,311	)
Ending Balance	$	186		$	185

~~As of March 31, 2024 and December 31, 2023, inventory consisted of the following:~~ 15

	March 31,		December 31,
	2024		2023
	(In thousands)
Component parts (1)	$	554	$	688
Work-in-process (2)		193		134
Finished goods		1,459		1,057
Total Inventory	$	2,206	$	1,879

Table of Contents

~~(1) Component parts inventory consists of manufactured components of the ILUVIEN applicator~~5. LEASES

The Company evaluates all of its contracts to determine whether it is or contains a lease component under FASB ASC 842 – Leases (2“ASC 842”) ~~Work-in-process~~. ~~consists~~Upon adoption of ~~completed~~ASC ~~units~~842, the Company elected the transition package of ~~ILUVIEN~~three ~~that~~practical ~~are~~expedients ~~undergoing~~permitted within the standard. In accordance with the package of practical expedients, ~~but~~the ~~have~~Company did not ~~completed~~reassess initial direct costs, ~~quality~~lease ~~assurance~~determination ~~testing~~and asclassification ~~required~~for byexisting Uleases.S. The Company made an accounting policy election not to recognize right of use assets and liabilities for leases with a term of 12 months or ~~European~~less, ~~Economic~~or ~~Area~~those ~~regulatory~~that ~~authorities~~do not meet the Company’s capitalization threshold, unless the leases include options to renew or purchase the underlying asset that are reasonably certain to be exercised. Lease costs associated with those leases are recognized as incurred. The Company has also chosen the practical expedient that allows it to combine lease and non-lease components as a single lease component.

7Lease renewal options are not recognized as part of the lease liability until the Company determines it is reasonably certain it will exercise any applicable renewal options. ~~INTANGIBLE~~The ~~ASSETS~~Company has determined that it is not reasonably certain it will exercise any applicable renewal options. Accordingly, the Company has not recorded any liability for renewal options in these consolidated financial statements. The useful lives of leased assets as well as leasehold improvements, if any, are limited by the expected lease term.

~~ILUVIEN~~Operating ~~Intangible Asset~~Leases

AsThe aCompany’s ~~result~~operating lease activities primarily consist of leases for office space in the U.S., ~~Food~~the U.K., and ~~Drug~~Ireland. ~~Administration’s~~Most ~~approval~~ of ~~ILUVIEN~~these inleases ~~September~~include ~~2014~~options to renew, ~~the~~with ~~Company~~renewal ~~was~~terms ~~required~~generally ranging from one to ~~pay~~eight ayears. ~~milestone~~The ~~payment~~exercise of ~~$25~~lease renewal options is at the Company’s sole discretion.0 ~~million~~Certain (of the ~~“EyePoint~~Company’s ~~Milestone~~operating ~~Payment”)~~lease toagreements ~~EyePoint~~include invariable ~~October~~lease ~~2014~~costs ~~(see~~that ~~Note~~are 8)based on common area maintenance and property taxes. The Company expenses these payments as incurred. The Company’s operating lease agreements do not contain any material residual value guarantees or material restrictive covenants.

~~The~~Supplemental ~~gross~~balance ~~carrying~~sheet ~~amount~~information ofas the ILUVIEN intangible asset is $25.0 million, which is being amortized over approximately 13 years from the acquisition date. The amortization expense related to the ILUVIEN intangible asset was approximately $0.5 million for each of June ~~the three months ended March 31~~30, 2024 and December 31, 2023. ~~The~~for ~~net book value of~~ the ~~ILUVIEN~~Company’s ~~intangible~~operating ~~asset~~leases ~~was~~is ~~$6.5 million and $7.0 million~~ as ~~of March 31, 2024 and December 31, 2023, respectively.~~follows:

The estimated remaining amortization of the ILUVIEN intangible asset as of March 31, 2024, is denoted in the following:

	*June 30,*		*December 31,*
	*2024*		*2023*
	(In thousands)
Non-current assets:
Right-of-use assets, net	$	996	$	1,124
Total lease assets	$	996	$	1,124
Current liabilities:
Accrued expenses	$	535	$	634
Non-current liabilities:
Other non-current liabilities		1,691		1,826
Total lease liabilities	$	2,226	$	2,460

Years Ending December 31	(In thousands)
2024 (remaining)	$	1,462
2025		1,940
2026		1,940
2027		1,191
Total	$	6,533

The Company’s operating lease cost for the three and six months ended June 30, 2024 was $0.1 million and $0.3 million, respectively, and is included in general and administrative expenses in its condensed consolidated statement of operations. The Company’s operating lease cost for the three and six months ended June 30, 2023 was $0.3 million and $0.4 million, respectively, and is included in general and administrative expenses in its condensed consolidated statement of operations.

~~YUTIQ~~As ~~Intangible~~of June ~~Asset~~30, 2024, a schedule of maturity of lease liabilities under all of the Company’s operating leases is as follows:

On May 17, 2023, the Company was granted an exclusive and sublicensable right and license, pursuant to the Product Rights Agreement to commercialize YUTIQ for the treatment and prevention of uveitis in the entire world, except Europe, the Middle East and Africa (where ILUVIEN is utilized), excluding any rights for the treatment and prevention of chronic NIU-PS of the eye in China and certain other countries and regions in Asia, which rights are subject to a pre-existing exclusive license between EyePoint and Ocumension Therapeutics. As a result, the Company paid EyePoint Parent an upfront payment of $75.0 million and will make four quarterly additional guaranteed payments to EyePoint Parent totaling $7.5 million in 2024. Also, the Company will pay royalties starting in 2025 through 2028 (see Note 8). The present value of the 2024 quarterly payments and the present value of estimated royalties payable to EyePoint Parent for years 2025 to 2028 is included in the cost of the intangible the Company recorded. The estimated royalties will continue to be revalued at each reporting date until they are settled.

Years Ending December 31	*(In thousands)*
2024 (remaining)	$	319
2025		474
2026		488
2027		503
2028		518
Thereafter		534
Total		2,836
Less amount representing interest		(610	)
Present value of minimum lease payments		2,226
Less current portion (as a portion of accrued expenses)		(535	)
Non-current portion (as a portion of other non-current liabilities)	$	1,691

AsFor ofthe ~~March~~three 31months ended June 30, 2024, ~~the~~and ~~gross~~2023, ~~carrying~~cash ~~amount~~paid offor ~~the~~operating ~~YUTIQ~~leases ~~intangible~~was ~~asset~~$0.2 ismillion and $960.43 million, ~~which~~respectively. isFor ~~being~~the ~~amortized~~six ~~over~~months 10ended June ~~years.~~30, ~~The~~2024 ~~net~~and ~~book~~2023, ~~value~~cash ofpaid ~~the~~for ~~YUTIQ~~operating ~~intangible~~leases ~~asset~~ was $870.92 million and $900.3 4 million ~~as of March 31~~, ~~2024 and December 31, 2023,~~ respectively. ~~The~~No ~~amortization~~right-of-use ~~expense~~assets ~~related~~were toobtained ~~the~~in ~~YUTIQ~~connection ~~intangible~~with ~~was~~operating ~~$2.4~~leases ~~million~~ for the three and six months ended June ~~March 31~~30, 2024 or 2023.

15As of June 30, 2024, the weighted average remaining lease terms of the Company’s operating leases was 5.3 years. The weighted average discount rate used to determine the lease liabilities was 9.4%.

~~Table of Contents~~ 16

~~The~~ Table ~~estimated remaining amortization~~ of ~~the YUTIQ intangible asset as of March 31, 2024 is as follows (in thousands):~~ Contents

Years Ending December 31	(In thousands)
2024 (remaining)	$	7,253
2025		9,627
2026		9,627
2027		9,627
2028		9,654
Thereafter		42,150
Total	$	87,938

Finance Leases

8The Company’s finance lease activities primarily consist of leases for automobiles. ~~LICENSE~~Property ~~AGREEMENTS~~and equipment leases are capitalized at the lesser of fair market value or the present value of the minimum lease payments at the inception of the leases using the Company’s incremental borrowing rate. The Company’s finance lease agreements do not contain any material residual value guarantees or material restrictive covenants.

~~EyePoint~~Supplemental ~~Agreements~~balance sheet information as of June 30, 2024 and December 31, 2023 for the Company’s finance leases is as follows:

In February 2005, the Company entered into an agreement with EyePoint for the use of fluocinolone acetonide (“FAc”) in EyePoint’s proprietary insert technology. This agreement was subsequently amended several times (as amended, the “EyePoint Agreement”). The EyePoint Agreement provides the Company with a worldwide exclusive license to utilize certain underlying technology used in the development and commercialization of ILUVIEN.

	*June 30,*		*December 31,*
	*2024*		*2023*
	(In thousands)
Non-current assets:
Property and equipment, net	$	589	$	554
Total lease assets	$	589	$	554
Current liabilities:
Finance lease obligations	$	245	$	194
Non-current liabilities:
Finance lease obligations - less current portion		244		256
Total lease liabilities	$	489	$	450

OnDepreciation ~~July~~expense ~~10,~~associated ~~2017,~~with ~~the~~property ~~Company~~ and ~~EyePoint~~equipment ~~entered~~under ~~into~~finance aleases ~~Second~~was $0.1 ~~Amended~~million ~~and~~for ~~Restated~~both ~~Collaboration Agreement (~~the ~~“New~~three ~~Collaboration~~months ~~Agreement”)~~ended June 30, ~~which~~2024 ~~amended~~ and ~~restated the EyePoint Agreement~~2023. ~~The~~Depreciation ~~New~~expense ~~Collaboration~~associated ~~Agreement~~with ~~expanded~~property ~~the license to include uveitis, including NIU-PS, in Europe, the Middle East~~ and ~~Africa~~equipment ~~and~~under ~~also~~finance ~~allows~~leases ~~the~~was ~~Company~~approximately to$0.1 ~~pursue an indication~~ million for ~~NIU-PS~~both ~~for ILUVIEN in those territories. The New Collaboration Agreement converted~~ the ~~Company’s~~six ~~obligation~~months toended June ~~share~~30, ~~20%~~2024 ofand ~~its~~2023. ~~net~~Interest ~~profits~~expense toassociated awith ~~royalty~~finance ~~payable~~leases onwas ~~global~~less ~~net~~than ~~revenues of ILUVIEN~~$0.1 ~~The~~million ~~Company~~for ~~began~~both ~~paying~~the athree 2%months ~~royalty~~ended June on30, ~~net~~2024 ~~revenues~~ and ~~other related consideration to EyePoint on July 1, 2017~~2023. ~~This~~Interest ~~royalty~~expense ~~amount~~associated ~~increased~~with tofinance 6%leases ~~effective~~was ~~December~~less ~~12,~~than ~~2018~~$0.1 ~~Pursuant~~million tofor ~~the~~both ~~New Collaboration Agreement,~~ the ~~Company~~six ismonths ~~required~~ended June to30, ~~pay~~2024 ~~an additional 2% royalty on global net revenues~~ and ~~other related consideration in excess of $75 million in any year~~2023.

OnAs ~~December~~of June 1730, ~~2020~~2024, ~~EyePoint entered into~~ a ~~royalty~~schedule ~~purchase~~of ~~agreement~~maturity ~~(the~~of ~~“SWK~~lease ~~Agreement”)~~liabilities ~~with~~under ~~SWK~~finance ~~Funding~~leases, ~~LLC~~together ~~(“SWK”).~~with ~~Pursuant to~~ the ~~SWK~~present ~~Agreement,~~value ~~EyePoint~~of ~~sold~~minimum ~~its~~lease ~~interest~~payments, ~~in royalties that the Company~~ is ~~obligated~~as ~~to pay EyePoint under the New Collaboration Agreement. The Company is not a party to the SWK Agreement.~~ follows:

In connection with a previous agreement with EyePoint, the Company was entitled to recover commercialization costs that were incurred prior to profitability of ILUVIEN and offset a portion of future payments owed to EyePoint in connection with sales of ILUVIEN with those accumulated commercialization costs, referred to as the “Future Offset.” Following the signing of the New Collaboration Agreement, the Company retained the right to recover up to $15.0 million of the Future Offset. In March 2019, pursuant to the New Collaboration Agreement, the Company forgave $5.0 million of the Future Offset in connection with the approval of ILUVIEN for NIU-PS in the U.K. As of March 31, 2024 and December 31, 2023, the balance of the Future Offset was approximately $6.4 million and $6.5 million, respectively, which was fully reserved. The Company is able to recover the balance of the Future Offset as a reduction of future royalties that would otherwise be owed to EyePoint by reducing the royalty from 6% to 5.2% for net revenues and other related consideration up to $75.0 million annually and from 8% to 6.8% for net revenues and other related consideration in excess of $75.0 million on an annual basis.

Years Ending December 31	*(In thousands)*
2024 (remaining)	$	195
2025		284
2026		182
2027		13
Total		674
Less amount representing interest		(185	)
Present value of minimum lease payments		489
Less current portion		(245	)
Non-current portion	$	244

OnCash ~~May~~paid ~~17,~~for ~~2023,~~finance ~~the~~leases ~~Company~~was ~~entered~~$0.1 ~~into~~million aduring ~~product~~both ~~rights~~of ~~agreement with EyePoint Parent which grants~~ the ~~Company~~three anmonths ~~exclusive~~ended June ~~and sublicensable right and license under EyePoint Parent’s and its affiliates’ interest in certain of EyePoint Parent’s and its affiliates’ intellectual property to develop~~30, ~~manufacture, sell, commercialize~~ 2024 and ~~otherwise~~2023. Cash ~~exploit~~paid ~~certain products, including YUTIQ,~~ for ~~the~~finance ~~treatment~~leases ~~and~~was ~~prevention~~$0.2 ofmillion ~~uveitis in the entire world, except Europe, the Middle East~~ and ~~Africa,~~$0.3 ~~where~~million ~~the Company already has such rights pursuant to the New Collaboration Agreement, and except~~ for ~~China, Hong Kong, Macau, Taiwan, Brunei, Burma (Myanmar), Cambodia, Timor-Leste, Indonesia, Laos, Malaysia,~~ the ~~Philippines,~~six ~~Singapore,~~months ~~South~~ended June ~~Korea~~30, ~~Thailand~~ 2024 and ~~Vietnam~~2023, ~~where Ocumension holds a license from EyePoint Parent~~respectively. ~~Pursuant~~The ~~to the agreement, the~~ Company ~~paid~~acquired ~~EyePoint Parent an upfront payment of~~ $~~75.~~0 ~~million and will also make four quarterly guaranteed payments to EyePoint Parent totaling $7~~.5 1 million ~~during 2024. The Company will also pay royalties to EyePoint Parent from 2025 to 2028 at a percentage~~ of ~~mid-to-low~~property ~~double digits of annual U.S. net sales of certain products (including YUTIQ~~ and ~~ILUVIEN)~~equipment in ~~excess~~exchange offor ~~certain~~finance ~~thresholds,~~leases ~~beginning~~for atboth ~~$70.0~~the ~~million~~three inmonths ~~2025~~ended June 30, ~~increasing~~2024 and ~~annually thereafter~~2023. The ~~Upon~~Company ~~making~~acquired ~~the quarterly payments in the aggregate amount of~~ $70.5 2 million ~~in 2024, the licenses~~ and ~~rights granted to the Company will automatically become perpetual and irrevocable. For the quarter ended March 31, 2024, the Company paid the first quarterly payment of~~ $10.91 million. ~~The present value~~ of ~~the~~property ~~2024 quarterly payments~~ and ~~the~~equipment ~~present~~in ~~value~~exchange ~~of estimated royalties payable to EyePoint Parent~~ for ~~years~~finance ~~2025~~leases ~~to 2028 is included in~~ for the ~~cost~~six ofmonths ~~the~~ended June ~~intangible~~30, ~~the~~2024 ~~Company~~and ~~recorded~~2023, respectively. ~~The estimated royalties will continue to be revalued at each reporting date until they are settled.~~

~~Concurrently~~As inof June ~~May~~30, ~~2023~~2024, the ~~Company~~weighted ~~also~~average ~~entered~~remaining ~~into~~lease aterms ~~commercial~~of ~~supply~~the ~~agreement~~Company’s ~~(the~~finance ~~“Supply~~leases ~~Agreement”)~~was ~~with~~1.3 ~~EyePoint~~years. ~~Parent~~The ~~pursuant~~weighted toaverage ~~which,~~discount ~~during~~rate ~~the~~used ~~term~~to ofdetermine the ~~Product~~finance ~~Rights~~lease ~~Agreement,~~liabilities ~~EyePoint~~was ~~Parent will be responsible for manufacturing and~~ 10.2%.

166. INVENTORY

~~Table~~Inventories are stated at the lower of ~~Contents~~cost or net realizable value with cost determined under the first in, first out (“FIFO”) method. Included in inventory costs are component parts, work-in-progress and finished goods. The Company relies on third-party manufacturers for the production of all inventory and does not capitalize any internal costs. The Company periodically reviews inventories for excess, obsolete or expiring inventory and writes down obsolete or otherwise unmarketable inventory to its estimated net realizable value in the period in which the impairment is identified.

~~exclusively~~As ~~supplying (subject to certain exceptions) to agreed-upon quantities~~ of June ~~YUTIQ necessary for the Company to commercialize YUTIQ in the U.S. at certain cost-plus amounts~~30, ~~subject~~2024 ~~to adjustments. EyePoint Parent’s manufacture~~ and December ~~supply~~31, of YUTIQ will be exclusive (subject to certain exceptions) until the Company has the ability to manufacture and supply YUTIQ for commercialization in the U.S. The term of the Supply Agreement is for a period of two years through May 2025 and thereafter automatically renews for successive one-year terms unless either party provides notice of non-renewal to the other party within a specified period of time prior to the beginning of the next automatic renewal term2023, ~~provided~~inventory ~~that~~consisted ~~the Supply Agreement automatically terminates upon the successful completion~~ of the ~~transfer of manufacturing for YUTIQ to the Company or its designee. The Supply Agreement also automatically terminates upon termination of the Product Rights Agreement.~~following:

The Company’s license rights to EyePoint’s proprietary delivery device could revert to EyePoint if the Company were to: (i) fail twice to cure its breach of an obligation to make certain payments to EyePoint following receipt of written notice thereof; (ii) fail to cure other breaches of material terms of the EyePoint Agreement within 30 days after notice of such breaches or such longer period (up to 90 days) as may be reasonably necessary if the breach cannot be cured within such 30-day period; (iii) file for protection under the bankruptcy laws, make an assignment for the benefit of creditors, appoint or suffer appointment of a receiver or trustee over its property, file a petition under any bankruptcy or insolvency act or have any such petition filed against it and such proceeding remains undismissed or unstayed for a period of more than 60 days; or (iv) notify EyePoint in writing of its decision to abandon its license with respect to a certain product using EyePoint’s proprietary insert technology.

	*June 30,*		*December 31,*
	*2024*		*2023*
	(In thousands)
Component parts ⁽¹⁾	$	653	$	688
Work-in-process ⁽²⁾		308		134
Finished goods		2,494		1,057
Total Inventory	$	3,455	$	1,879

~~For~~(1) ~~the~~Component ~~three~~parts ~~months~~inventory ~~ended~~consists ~~March 31, 2024 and 2023, the Company recognized approximately $0.9 million and $0.7 million~~ of ~~royalty~~manufactured ~~expense,~~components ~~respectively, which is included in cost~~ of ~~goods sold. As of March 31, 2024 and 2023, approximately $0.9 million and $0.7 million of this royalty expense was included in~~ the ~~Company’s~~ILUVIEN ~~accounts payable, respectively~~applicator.

~~Ocumension~~(2) ~~License~~Work-in-process ~~Agreement~~consists of completed units of ILUVIEN that are undergoing, but have not completed, quality assurance testing as required by U.S. or European Economic Area regulatory authorities.

On April 14, 2021, the Company entered into an exclusive license agreement (the “License Agreement”) with Ocumension (Hong Kong) Limited (“Ocumension HK”), a wholly owned subsidiary of Ocumension, for the development and commercialization under Ocumension HK’s own brand name(s), either directly or through its affiliates or approved third-party sublicensees, of the Company’s 190 microgram fluocinolone acetonide intravitreal implant in applicator (the “Product”; currently marketed in the United States, Europe, and the Middle East as ILUVIEN) for the treatment and prevention of eye diseases in humans, other than uveitis, in a specified territory. The territory is defined as the People’s Republic of China, including Hong Kong SAR and Macau SAR, region of Taiwan, South Korea, Brunei, Cambodia, East Timor, Indonesia, Laos, Malaysia, Myanmar, Philippines, Singapore, Thailand and Vietnam (the “Territory”). 17

~~The~~ Table ~~Company received a nonrefundable upfront payment~~ of $10.0 million from Ocumension HK and may in the future receive additional sales-based milestone payments totaling up to $89.0 million upon the achievement by Ocumension HK of certain specified sales milestones during the term of the License Agreement of the Product. The Company’s receipt of future milestone payments depends upon whether Ocumension HK is able to successfully complete product development and commercialization in the Territory, which requires, among other things, obtaining necessary regulatory approvals and appropriate reimbursement pricing in the various countries and jurisdictions in the Territory, a process that may take several years. Contents

The term of the License Agreement will continue (a) until the 10th anniversary of the latest first commercial sale of the Product in any country or jurisdiction in the Territory or (b) for as long as Ocumension HK is commercializing the Product in any part of the Territory, whichever is later7. ~~The~~INTANGIBLE term is subject to the Company’s right to partially terminate the License Agreement beginning on the 10th anniversary of the effective date with respect to any country or jurisdiction in the Territory in which Ocumension has not achieved at the time of termination first commercial sale and is not continuing to commercialize the Product. Ocumension will purchase Product from the Company at a fixed transfer price without royalty obligation on future sale (other than milestone payments as described above). Ocumension HK is responsible for all costs of development and commercialization in the Territory.ASSETS

~~For~~ILUVIEN ~~both~~Intangible of March 31, 2024 and December 31, 2023, the Company had approximately $0.4 million of deferred revenue under the Ocumension license agreement that will be recognized over the remaining term of the agreement once Ocumension begins to sell the Product under the License Agreement.Asset

~~Ocumension~~As ~~Share~~a ~~Purchase~~result ~~Agreement~~of the U.S. Food and Drug Administration’s approval of ILUVIEN in September 2014, the Company was required to pay a milestone payment of $25.0 million (the “EyePoint Milestone Payment”) to EyePoint in October 2014 (see Note 8).

~~When~~The ~~the~~gross ~~Company~~carrying ~~entered~~amount ~~into~~of the ~~License~~ILUVIEN ~~Agreement~~intangible asset is $25.0 million, itwhich ~~also~~is ~~entered~~being ~~into~~amortized aover ~~share~~approximately ~~purchase~~13 ~~agreement~~years from the acquisition date. The amortization expense related to the ILUVIEN intangible asset was approximately $0.5 million for the three months ended June 30, 2024 and a2023. ~~warrant~~The ~~subscription~~amortization ~~agreement~~expense related to the ILUVIEN intangible asset was approximately $1.0 million for the six months ended June 30, ~~which~~2024 ~~are~~and ~~discussed~~2023. inThe ~~Note~~net 15book value of the ILUVIEN intangible asset was $6.0 million and $7.0 million as of June 30, 2024 and December 31, 2023, respectively.

9.The ~~LOAN~~estimated ~~AGREEMENTS~~remaining amortization of the ILUVIEN intangible asset as of June 30, 2024, is denoted in the following:

Loan Agreements with SLR Investment Corp. (formerly Solar Capital Ltd.)

Years Ending December 31	*(In thousands)*
2024 (remaining)	$	978
2025		1,940
2026		1,940
2027		1,191
Total	$	6,049

OnYUTIQ ~~January~~Intangible 5, 2018, the Company entered into a $40.0 million loan and security agreement with SLR Investment Corp. (“SLR,” also formerly known as Solar Capital Ltd.), as Collateral Agent, and the parties signatory thereto from time to time as “Lender(s),” including Asset

On May 17, 2023, the Company was granted an exclusive and sublicensable right and license, pursuant to the Product Rights Agreement to commercialize YUTIQ for the treatment and prevention of uveitis in the entire world, except Europe, the Middle East and Africa (where ILUVIEN is utilized), excluding any rights for the treatment and prevention of chronic NIU-PS of the eye in China and certain other countries and regions in Asia, which rights are subject to a pre-existing exclusive license between EyePoint and Ocumension Therapeutics. As a result, the Company paid EyePoint Parent an upfront payment of $75.0 million and has made two quarterly payments to EyePoint totaling approximately $3.8 million for the six months ended June 30, 2024 and will make two additional guaranteed payments to EyePoint Parent totaling approximately $3.8 million through December 31, 2024. Also, the Company will pay royalties starting in 2025 through 2028 (see Note 8). The present value of the 2024 quarterly payments and the present value of estimated royalties payable to EyePoint Parent for years 2025 to 2028 is included in the cost of the intangible the Company recorded. The estimated royalties will continue to be revalued at each reporting date until they are settled.

~~Table~~As of June ~~Contents~~30, 2024, the gross carrying amount of the YUTIQ intangible asset is $96.4 million, which is being amortized over 10 years. The net book value of the YUTIQ intangible asset was $85.5 million and $90.3 million as of June 30, 2024 and December 31, 2023, respectively. The amortization expense related to the YUTIQ intangible asset was approximately $2.4 million and $1.2 million for the three months ended June 30, 2024 and 2023. The amortization expense related to the YUTIQ intangible was $4.8 million and $1.2 million for the six months ended June 30, 2024 and 2023.

~~Solar~~The ~~Capital~~estimated ~~Ltd.~~remaining inamortization ~~its~~of ~~capacity as a Lender (~~the ~~“2018~~YUTIQ ~~Loan~~intangible ~~Agreement”)~~asset ~~and~~as aof June ~~related~~30, ~~exit~~2024 ~~fee~~is ~~agreement~~as follows (~~the~~in ~~“2018 Exit Fee Agreement”~~thousands). :

On December 31, 2019, the Company refinanced the 2018 Loan Agreement by entering into a $45.0 million loan and security agreement (the “2019 Loan Agreement”) and a related exit fee agreement (the “2019 Exit Fee Agreement”) with SLR, as Agent, and the parties signing the 2019 Loan Agreement from time to time as Lenders, including SLR in its capacity as a Lender. The Company has amended the 2019 Loan Agreement on multiple occasions, which are summarized as follows:

Years Ending December 31	*(In thousands)*
2024 (remaining)	$	4,853
2025		9,627
2026		9,627
2027		9,627
2028		9,654
Thereafter		42,150
Total	$	85,538

~~On~~8. ~~February 22,~~LICENSE 2022, the Company entered into a Third Amendment to the 2019 Loan Agreement (the “Third Amendment”), which, among other things, amended the provisions relating to the minimum revenue amount that the Company must achieve at the end of each calendar quarter, as calculated on a trailing six-month basis (the “Revenue Covenant”).AGREEMENTS

~~On~~EyePoint December 7, 2022, the Company entered into a Fourth Amendment to the 2019 Loan Agreement (the “Fourth Amendment”), which, among other things, extended the amortization date from January 1, 2023 to April 1, 2023, and provided that such date might be further extended to July 1, 2023 upon the Company’s request and in consultation with the Lenders, in each of the Lenders’ sole discretion. The Fourth Amendment also amended the provisions relating to the Revenue Covenant effective with the first calendar quarter in 2023.Agreements

~~On~~In February ~~March 24~~2005, ~~2023,~~ the Company entered into aan ~~Fifth~~agreement ~~Amendment~~with toEyePoint ~~the~~for ~~2019 Loan Agreement (~~the ~~“Fifth~~use ~~Amendment”)~~of ~~and~~fluocinolone aacetonide ~~related Fifth Amendment Exit Fee Agreement~~ (~~the~~ “~~2023 Exit Fee Agreement~~FAc”). ~~Pursuant~~in ~~to the Fifth Amendment, the Lenders agreed to, among other things, (i) an additional tranche of $2.5 million to increase the Company~~EyePoint’s ~~existing~~proprietary ~~term~~insert ~~loan~~technology. ~~facility~~This toagreement ~~$47.5~~was ~~million,~~subsequently ~~subject~~amended toseveral ~~certain~~times ~~closing~~(as ~~conditions~~amended, ~~(ii) extend availability of~~ the ~~amount~~“EyePoint ~~of $15~~Agreement”).0 ~~million~~The toEyePoint beAgreement ~~funded~~provides at the ~~Lender’s~~Company ~~sole~~with ~~discretion,~~a ~~and~~worldwide ~~(iii)~~exclusive ~~amended~~license ~~the Revenue Covenants~~ to beutilize ~~effective~~certain ~~for~~underlying ~~calendar~~technology ~~quarters~~used ~~ending~~in onthe ordevelopment ~~after~~and ~~March~~commercialization ~~31,~~of ~~2023~~ILUVIEN.

On July ~~May 17~~10, ~~2023~~2017, the Company and EyePoint entered into a ~~Sixth~~Second ~~Amendment~~Amended toand ~~the~~Restated ~~2019~~Collaboration ~~Loan~~ Agreement, (the “~~Sixth~~New ~~Amendment~~Collaboration Agreement”)., ~~Pursuant~~which toamended and restated the ~~Sixth~~EyePoint ~~Amendment,~~Agreement. ~~the~~The ~~Lenders~~New ~~agreed~~Collaboration Agreement expanded the license to include uveitis, ~~among~~including ~~other~~NIU-PS, ~~things~~in Europe, ~~(i)~~the anMiddle ~~increase~~East ofand Africa and also allows the ~~limit~~Company ofto ~~availability~~pursue ~~from~~an ~~$15.0~~indication ~~million~~for toNIU-PS ~~$20~~for ILUVIEN in those territories.0 ~~million,~~The ~~and~~New ~~(ii)~~Collaboration ~~amended~~Agreement converted the ~~Revenue~~Company’s ~~Covenants~~obligation to beshare ~~effective~~20% ~~for~~of ~~calendar~~its ~~quarters~~net ~~ending~~profits to a royalty payable on orglobal ~~after~~net ~~June~~revenues ~~30,~~of ~~2023~~ILUVIEN. The Company ~~received~~began ~~aggregate~~paying ~~gross~~a ~~proceeds~~2% ofroyalty ~~$20~~on net revenues and other related consideration to EyePoint on July 1, 2017.0 ~~million~~This ~~upon~~royalty ~~execution~~amount ofincreased to 6% effective December 12, 2018. Pursuant to the ~~Sixth~~New ~~Amendment~~Collaboration Agreement, the Company was required to pay an additional 2% royalty on global net revenues and other related consideration in excess of $75 million in any year.

On March 6, 2024, Alimera entered into the Seventh Amendment to the 2019 Loan Agreement, (the “Seventh Amendment”). Pursuant to the Seventh Amendment, the Lenders agreed to, among other things, increase the amount available under the facility from $67.5 million to $72.5 million and funded an additional $5.0 million on March 6, 2024. 18

~~Interest~~ Table ~~on the 2019 Loan Agreement prior to the Fifth Amendment was payable at an annual rate the greater~~ of (i) one-month LIBOR or (ii) 1.78%, plus 7.65% per annum. Interest on the 2019 Loan Agreement following the Fifth Amendment is payable at an annual rate equal to 5.15% plus the greater of (i) 4.60% or (ii) one-month SOFR, which will reset monthly. As of March 31, 2024 and December 31, 2023, the interest rate on the 2019 Loan Agreement was approximately 10.47% and 10.50%, respectively. The 2019 Loan Agreement provides for interest only payments until April 30, 2025, which may be extended an additional 12 months if the Company meets certain financial targets by April 20, 2025, followed by monthly payments of principal and interest through the loan maturity date of April 30, 2028. The Company met such financial targets during the year ended December 31, 2023, and provided there are no events of default as defined by the Loan Agreement on or prior to April 20, 2025, the Company anticipates being able to extend the interest only period for an additional 12 months.Contents

~~The~~On May 17, 2023, the Company ~~complied~~entered into a product rights agreement with EyePoint Parent which grants the ~~Revenue~~Company ~~Covenant~~an onexclusive ~~March~~and 31sublicensable right and license under EyePoint Parent’s and its affiliates’ interest in certain of EyePoint Parent’s and its affiliates’ intellectual property to develop, ~~2024~~manufacture, ~~expects~~sell, commercialize and otherwise exploit certain products, including YUTIQ, for the treatment and prevention of uveitis in the entire world, except Europe, the Middle East and Africa, where the Company already has such rights pursuant to ~~comply~~the ~~with~~New Collaboration Agreement, and except for China, Hong Kong, Macau, Taiwan, Brunei, Burma (Myanmar), Cambodia, Timor-Leste, Indonesia, Laos, Malaysia, the ~~Revenue~~Philippines, ~~Covenant~~Singapore, South Korea, Thailand and Vietnam, where Ocumension holds a license from EyePoint Parent. Pursuant to the agreement, the Company paid EyePoint Parent an upfront payment of $75.0 million and will also make four quarterly guaranteed payments to EyePoint Parent totaling $7.5 million during 2024. The Company will also pay royalties to EyePoint Parent from 2025 to 2028 at a percentage of mid-to-low double digits of annual U.S. net sales of certain products (including YUTIQ and ILUVIEN) in excess of certain thresholds, beginning at $70.0 million in 2025, increasing annually thereafter. Upon making the ~~next~~quarterly ~~reportable~~payments ~~date~~in the aggregate amount of $7.5 million in 2024, ~~which~~the islicenses and rights granted to the Company will automatically become perpetual and irrevocable. For the quarter ended June 30, 2024, the Company paid the second quarterly payment of $1.9 million. The present value of the 2024 quarterly payments and the ~~remainder~~present value of estimated royalties payable to EyePoint Parent for years 2025 to 2028 is included in the ~~Revenue~~cost ~~Covenant~~of ~~through~~the ~~one~~intangible ~~year~~the ~~after~~Company ~~these~~recorded. ~~Interim~~The ~~Financial~~estimated ~~Statements~~royalties will continue to be revalued at each reporting date until they are ~~issued~~settled.

~~Exit~~Concurrently ~~Fee~~in May ~~Agreements~~2023, the Company also entered into a commercial supply agreement (the “Supply Agreement”) with EyePoint Parent pursuant to which, during the term of the Product Rights Agreement, EyePoint Parent will be responsible for manufacturing and exclusively supplying (subject to certain exceptions) to agreed-upon quantities of YUTIQ necessary for the Company to commercialize YUTIQ in the U.S. at certain cost-plus amounts, subject to adjustments. EyePoint Parent’s manufacture and supply of YUTIQ will be exclusive (subject to certain exceptions) until the Company has the ability to manufacture and supply YUTIQ for commercialization in the U.S. The term of the Supply Agreement is for a period of two years through May 2025 and thereafter automatically renews for successive one-year terms unless either party provides notice of non-renewal to the other party within a specified period of time prior to the beginning of the next automatic renewal term, provided that the Supply Agreement automatically terminates upon the successful completion of the transfer of manufacturing for YUTIQ to the Company or its designee. The Supply Agreement also automatically terminates upon termination of the Product Rights Agreement.

~~2018~~The ~~Exit~~Company’s ~~Fee~~license rights to EyePoint’s proprietary delivery device could revert to EyePoint if the Company were to: (i) fail twice to cure its breach of an obligation to make certain payments to EyePoint following receipt of written notice thereof; (ii) fail to cure other breaches of material terms of the EyePoint Agreement within 30 days after notice of such breaches or such longer period (up to 90 days) as may be reasonably necessary if the breach cannot be cured within such 30-day period; (iii) file for protection under the bankruptcy laws, make an assignment for the benefit of creditors, appoint or suffer appointment of a receiver or trustee over its property, file a petition under any bankruptcy or insolvency act or have any such petition filed against it and such proceeding remains undismissed or unstayed for a period of more than 60 days; or (iv) notify EyePoint in writing of its decision to abandon its license with respect to a certain product using EyePoint’s proprietary insert technology.

~~Pursuant~~In toconnection ~~the~~with ~~existing~~a ~~2018~~previous ~~Exit~~agreement ~~Fee~~with ~~Agreement~~EyePoint, the Company iswas ~~obligated~~entitled to ~~pay~~recover ancommercialization ~~exit~~costs ~~fee~~that ofwere upincurred prior to ~~$2.0~~profitability ~~million~~of ~~upon~~ILUVIEN ~~the~~and ~~occurrence~~offset a portion of anfuture ~~exit~~payments ~~event,~~owed ~~which~~to ~~generally~~EyePoint ~~means~~in aconnection ~~“change~~with insales ~~control”~~of ~~(as~~ILUVIEN ~~defined~~with inthose ~~the~~accumulated ~~2018~~commercialization ~~Exit~~costs, ~~Fee~~referred ~~Agreement)~~to ~~and~~as ~~will~~the ~~survive~~“Future Offset.” Following the ~~termination~~signing of the ~~2019~~New ~~Loan~~Collaboration Agreement, ~~and~~the ~~accompanying~~Company ~~amendments~~retained ~~with~~the aright ~~term~~to ofrecover 10up ~~years~~to $15.0 Tomillion of the ~~extent~~Future ~~that~~Offset. ~~the~~In March ~~Company~~2019, ~~has~~pursuant ~~not~~to ~~already~~the ~~paid~~New Collaboration Agreement, the Company forgave $25.0 million ~~exit~~of ~~fee,~~the Future Offset in connection with the ~~Company~~approval isof ~~also~~ILUVIEN ~~obligated~~for toNIU-PS ~~pay~~in athe ~~fee~~U.K. As of June 30, 2024 and December 31, 2023, the balance of the Future Offset was approximately $16.04 million onand ~~achieving~~$6.5 ~~each~~million, ofrespectively, ~~the~~which ~~following~~was ~~milestones:~~fully reserved.

~~First,~~SWK if the Company achieves revenues of $80.0 million or more from the sale of its ILUVIEN product in the ordinary course of business to third-party customers, measured on a trailing 12-month basis during the term of the agreement, tested at the end of each month; andAgreements

18On December 17, 2020, EyePoint entered into a royalty purchase agreement (the “SWK Agreement”) with SWK Funding, LLC (“SWK”). Pursuant to the SWK Agreement, EyePoint sold its interest in royalties that the Company is obligated to pay EyePoint under the New Collaboration Agreement. The Company is not a party to the SWK Agreement.

~~Table~~On June 19, 2024, the Company entered into a letter agreement (the “Letter Agreement”) with SWK updating certain terms of ~~Contents~~the Company’s existing New Collaboration Agreement and associated royalty payments. The Letter Agreement modifies the royalty payment that the Company is obligated to pay SWK to 3.125% on net revenues (the “Alternative Royalty”) for any FAc product, including ILUVIEN and YUTIQ. In addition, pursuant to the terms of the Letter Agreement, in the case of a Change of Control (as defined in the Letter Agreement), the Company may, at its option, at any time during the six (6) months following the effective date of such Change of Control buy out the entire royalty obligation for the greater of (a) $17,250,000 or (b) 4.75 times the aggregate amount of Alternative Royalty paid or payable (x) over the most recently completed four (4) calendar quarters, or (y) if such Option is exercised prior to April 1, 2025, then 3.125% of net revenues for any FAc product over the most recently completed four (4) calendar quarters.

~~Second,~~If if the Company ~~achieves~~or ~~revenues~~SWK ofwere to ~~$100.0~~default ~~million~~under orthe Letter ~~more~~Agreement, ~~from~~ the ~~sale~~Company ofwould ~~its~~be ~~ILUVIEN~~required ~~product~~to inrevert ~~the~~to ~~ordinary~~making royalty ~~course~~payments ofunder ~~business~~the toNew ~~third~~Collaboration ~~party~~agreement ~~customers,~~in ~~measured~~lieu inof the ~~same~~Alternative ~~manner~~Royalty.

~~2019~~Royalty ~~Exit Fee Agreement~~Expense

~~Pursuant~~For to the ~~existing~~three ~~2019~~months ~~Exit~~ended June ~~Fee~~30, ~~Agreement~~2024 and 2023, the Company isrecognized $0.8 million ~~obligated~~and ~~to pay an exit fee of up to a~~ $0.7 5 million ~~upon the occurrence~~ of anroyalty ~~exit~~expense, ~~event~~respectively, which ~~generally~~is ~~means~~included ~~a “change~~ in ~~control”~~cost ~~(as~~of ~~defined~~goods insold. For the ~~2019~~six ~~Exit~~months ~~Fee~~ended June ~~Agreement)~~30, 2024 and ~~will~~2023, ~~survive~~ the ~~termination~~Company ofrecognized ~~the~~$1.7 ~~2019~~million ~~Loan~~and ~~Agreement~~$0.9 ~~and~~million ~~accompanying~~of ~~amendments~~royalty ~~with~~expense, arespectively, ~~term~~which ofis 10included ~~years.~~in Tocost ~~the~~of ~~extent~~goods ~~that~~sold. ~~the~~As ~~Company~~of June ~~has~~30, ~~not~~2024 ~~already~~and ~~paid~~2023, ~~the~~approximately $0.7 8 million ~~exit~~and ~~fee, the Company is obligated to pay a fee of~~ $0.3 9 million onof ~~achieving~~this ~~each~~royalty ofexpense was included in the ~~following~~Company’s ~~milestones:~~accounts payable, respectively.

First, if the Company achieves revenues of $75.0 million or more from the sale of its ILUVIEN product in the ordinary course of business to third-party customers, measured on a trailing 12-month basis during the term of the agreement, tested at the end of each month; and 19

~~Second,~~ Table ~~if the Company achieves revenues~~ of ~~$95.0 million or more from the sale of its ILUVIEN product in the ordinary course of business to third party customers, measured in the same manner.~~Contents

~~2023~~Ocumension ~~Exit~~License ~~Fee~~ Agreement

~~Pursuant~~On April 14, to2021, the ~~existing~~Company ~~2023~~entered ~~Exit~~into ~~Fee~~an ~~Agreement,~~exclusive license agreement (the ~~Company~~“License isAgreement”) ~~obligated~~with toOcumension ~~pay~~(Hong ~~1.5%~~Kong) ofLimited ~~the~~(“Ocumension ~~aggregate~~HK”), ~~principal~~a ~~amount~~wholly ~~funded~~owned ~~under~~subsidiary ~~the~~of ~~2019~~Ocumension, ~~Loan~~for ~~Agreement~~the development and ~~accompanying~~commercialization ~~amendments~~under ~~(principal~~Ocumension ~~amount~~HK’s ~~currently~~own isbrand ~~$72.5 million~~name(s), aseither andirectly ~~exit~~or ~~fee~~through ~~upon~~its ~~the~~affiliates ~~occurrence~~or ofapproved anthird-party ~~exit event~~sublicensees, ~~which~~of ~~generally~~the ~~means~~Company’s a190 ~~change~~microgram influocinolone ~~control,~~acetonide ~~and~~intravitreal ~~will~~implant ~~survive~~in applicator (the ~~termination~~“Product”; ofcurrently ~~the~~marketed ~~2019~~in ~~Loan~~the ~~Agreement~~United ~~and~~States, ~~accompanying~~Europe, ~~amendments~~ and ~~has~~the aMiddle ~~term~~East ofas 10ILUVIEN) ~~years.~~for To the ~~extent~~treatment ~~that~~and ~~the~~prevention ~~Company~~of ~~has~~eye ~~not~~diseases ~~already~~in ~~paid~~humans, ~~the~~other ~~1.5%~~than ~~(currently~~uveitis, ~~$1.1~~in ~~million)~~a ofspecified ~~the~~territory. ~~aggregate~~The ~~principal~~territory ~~amount~~is ~~funded~~defined ~~under~~as the ~~2019~~People’s ~~Loan~~Republic ~~Agreement~~of ~~and accompanying amendments~~China, ~~the~~including ~~Company~~Hong isKong ~~obligated~~SAR toand ~~pay~~Macau aSAR, ~~fee~~region of ~~1.5%~~Taiwan, ofSouth ~~the~~Korea, ~~aggregate~~Brunei, ~~principal~~Cambodia, ~~amount~~East ~~funded~~Timor, ~~under~~Indonesia, ~~the~~Laos, ~~2019~~Malaysia, ~~Loan~~Myanmar, ~~Agreement~~Philippines, ~~and~~Singapore, ~~accompanying~~Thailand ~~amendments~~and ~~upon~~Vietnam ~~achieving~~ (the ~~following milestone:~~“Territory”).

~~If~~The ~~the~~ Company ~~achieves~~received ~~revenues~~a nonrefundable upfront payment of $8210.50 million orfrom ~~more~~Ocumension ~~from~~HK and may in the ~~sale~~future ofreceive ~~its~~additional ~~ILUVIEN~~sales-based ~~product~~milestone inpayments ~~the~~totaling ~~ordinary~~up ~~course~~to of$89.0 ~~business~~million toupon ~~third-party~~the ~~customers,~~achievement ~~measured~~by onOcumension aHK ~~trailing~~of ~~12-month~~certain ~~basis~~specified sales milestones during the term of the ~~agreement,~~License ~~tested~~Agreement atof the ~~end~~Product. The Company’s receipt of ~~each~~future ~~month~~milestone payments depends upon whether Ocumension HK is able to successfully complete product development and commercialization in the Territory, which requires, among other things, obtaining necessary regulatory approvals and appropriate reimbursement pricing in the various countries and jurisdictions in the Territory, a process that may take several years.

OnThe ~~May~~term ~~17,~~of ~~2023,~~the License Agreement will continue (a) until the ~~Company~~10th ~~amended~~anniversary of the ~~revenue~~latest ~~criteria~~first ~~for~~commercial ~~all~~sale ~~three~~of ~~exit~~the ~~fee~~Product ~~agreements~~in toany ~~include~~country or jurisdiction in the ~~sales~~Territory ofor ~~YUTIQ~~(b) infor as long as Ocumension HK is commercializing the ~~ordinary~~Product ~~course~~in any part of ~~business~~the toTerritory, ~~third-party~~whichever ~~customers~~is later. The ~~exit~~term ~~fees~~is ~~payable~~subject ~~pursuant~~ to the Company’s ~~existing~~right ~~exit~~to ~~fee~~partially ~~agreements~~terminate ~~will~~the License Agreement beginning on the 10th anniversary of the effective date with respect to any country or jurisdiction in the Territory in which Ocumension has not ~~exceed~~achieved $3at the time of termination first commercial sale and is not continuing to commercialize the Product.8 ~~million~~Ocumension will purchase Product from the Company at a fixed transfer price without royalty obligation on future sale (other than milestone payments as described above). Ocumension HK is responsible for all costs of development and commercialization in ~~total~~the Territory.

~~During~~As ~~the fourth quarter~~ of June ~~2023~~30, ~~the~~2024 ~~Company met one revenue milestone under the 2018 Exit Fee Agreement~~ and December ~~one~~31, ~~revenue milestone under the 2019 Exit Fee Agreement. Accordingly~~2023, the Company ~~recognized~~had approximately $10.3 ~~million~~and ~~of interest expense during the fourth quarter of 2023~~$0. ~~For the three months ended March 31~~4 million, ~~2024~~respectively, ~~the~~of ~~Company~~deferred ~~met one~~ revenue ~~milestone~~ under the ~~2023~~Ocumension ~~Exit~~license ~~Fee~~agreement that ~~Agreement~~will ~~and~~be recognized ~~$1.1~~over ~~million~~the ofremaining ~~interest~~term ~~expense. As~~ of ~~March~~the ~~31,~~agreement ~~2024,~~once ~~there~~Ocumension ~~was~~begins ~~$2.4~~to ~~million~~sell inthe ~~exit~~Product ~~fees~~under ~~included~~the inLicense ~~accounts payable~~Agreement.

~~Modification~~Warrant ofSubscription ~~Debt~~Agreement

~~The~~On April 14, 2021, the Company ~~capitalized~~entered ~~approximately~~into ~~$2.6~~the ~~million~~warrant agreement with Ocumension pursuant to which Ocumension agreed to issue to the Company 1,000,000 non-transferable warrants granting the Company the right for a period of ~~deferred~~four ~~financing~~years ~~costs~~to insubscribe ~~connection~~to ~~with~~up to an aggregate of 1,000,000 shares of Ocumension stock at the ~~Fifth~~subscription ~~and~~price ~~Sixth~~of ~~Amendments~~HK$23.88 ~~during~~per ~~2023~~warrant share (or US$3.07 Inper ~~connection~~warrant ~~with~~share as converted to U.S. Dollars at the ~~Seventh~~exchange ~~Amendment~~rate on April 9, 2021 of 0.12853 U.S. Dollars per HK$), subject to adjustment. (The converted rate is for illustrative purposes only; if the Company ~~capitalized~~exercises ~~less~~the ~~than~~warrants, it will pay the subscription price of HK$023.188 ~~million~~per warrant share in HK$.) The warrants were issued on August 13, 2021, pursuant to the terms of ~~deferred~~the ~~financing~~warrant ~~costs~~agreement and expire on April 14, 2025. The warrants are not and will not be listed on any stock exchange. The fair value of the warrants are included on the balance sheet and revalued at each of the Company’s reporting dates with fluctuations being booked through the Company’s statement of operations.

~~Extinguishment~~9. ofLOAN ~~Debt~~AGREEMENTS

InLoan ~~accordance~~Agreements with ~~the~~SLR ~~guidance~~Investment ~~in ASC Subtopic 470-50, Debt – Modifications and Extinguishments, the Company entered into and accounted for the Sixth Amendment as an extinguishment of debt~~Corp. ~~The~~(formerly ~~Company~~Solar ~~recognized~~Capital ~~a loss on extinguishment of $1~~Ltd.~~1 million in connection with the Sixth Amendment.~~ )

~~Fair~~On January ~~Value~~5, of2018, ~~Debt~~the Company entered into a $40.0 million loan and security agreement with SLR Investment Corp. (“SLR,” also formerly known as Solar Capital Ltd.), as Collateral Agent, and the parties signatory thereto from time to time as “Lender(s),” including Solar Capital Ltd. in its capacity as a Lender (the “2018 Loan Agreement”) and a related exit fee agreement (the “2018 Exit Fee Agreement”).

~~The~~On December ~~weighted~~31, ~~average~~2019, ~~interest~~the ~~rates~~Company ofrefinanced the ~~Company’s~~2018 ~~notes~~Loan ~~payable~~Agreement ~~approximate~~by entering into a $45.0 million loan and security agreement (the ~~rate~~“2019 atLoan ~~which~~Agreement”) and a related exit fee agreement (the ~~Company~~“2019 ~~could~~Exit ~~obtain~~Fee ~~alternative~~Agreement”) ~~financing.~~with ~~Therefore~~SLR, ~~the~~as ~~carrying~~Agent, ~~amount~~and ofthe parties signing the ~~notes~~2019 ~~approximated~~Loan ~~their~~Agreement ~~fair~~from ~~value~~time atto ~~March~~time 31as Lenders, ~~2024~~including ~~and~~SLR ~~December 31,~~in ~~2023~~its capacity as a Lender. The Company has amended the 2019 Loan Agreement on multiple occasions, which are summarized as follows:

~~10.~~● ~~EARNINGS~~On February 22, 2022, the Company entered into a Third Amendment to the 2019 Loan Agreement (~~LOSS~~the “Third Amendment”), ~~PER~~which, ~~SHARE~~among other things, amended the provisions relating to the minimum revenue amount that the Company must achieve at the end of each calendar quarter, as calculated on a trailing six-month basis (the “Revenue Covenant”).

~~The~~● ~~Company~~On ~~follows~~December ~~ASC~~7, ~~260~~2022, ~~Earnings~~the ~~Per~~Company ~~Share~~entered into a Fourth Amendment to the 2019 Loan Agreement (the “~~ASC~~Fourth ~~260~~Amendment”), which, ~~requires~~among other things, extended the ~~reporting~~amortization ofdate ~~both~~from ~~basic~~January 1, 2023 to April 1, 2023, and ~~diluted~~provided ~~earnings~~that ~~per~~such ~~share~~date ~~(“EPS”).~~might ~~Because~~be further extended to July 1, 2023 upon the Company’s ~~preferred~~request ~~stockholders~~and ~~participate~~ in ~~dividends~~consultation ~~equally~~ with ~~common~~the ~~stockholders~~Lenders, ~~(if~~in ~~the~~each ~~Company~~of ~~were~~the toLenders’ ~~declare~~sole ~~and~~discretion. ~~pay~~The ~~dividends),~~Fourth ~~the~~Amendment ~~Company~~also ~~uses~~amended the ~~two-class~~provisions ~~method~~relating to ~~calculate~~the ~~EPS.~~Revenue ~~However,~~Covenant effective with the ~~Company’s~~first ~~preferred~~calendar quarter in 2023.

19● On March 24, 2023, the Company entered into a Fifth Amendment to the 2019 Loan Agreement (the “Fifth Amendment”) and a related Fifth Amendment Exit Fee Agreement (the “2023 Exit Fee Agreement”). Pursuant to the Fifth Amendment, the Lenders agreed to, among other things, (i) an additional tranche of $2.5 million to increase the Company’s existing term loan facility to $47.5 million, subject to certain closing conditions, (ii) extend availability of the amount of $15.0 million to be funded at the Lender’s sole discretion, and (iii) amended the Revenue Covenants to be effective for calendar quarters ending on or after March 31, 2023.

~~Table~~● On May 17, 2023, the Company entered into a Sixth Amendment to the 2019 Loan Agreement, (the “Sixth Amendment”). Pursuant to the Sixth Amendment, the Lenders agreed to, among other things, (i) an increase of ~~Contents~~the limit of availability from $15.0 million to $20.0 million, and (ii) amended the Revenue Covenants to be effective for calendar quarters ending on or after June 30, 2023. The Company received aggregate gross proceeds of $20.0 million upon execution of the Sixth Amendment.

~~stockholders are not contractually obligated to share in losses. The Company’s preferred stock for Series A and Series B were eliminated in 2023 (see Note 11).~~ 20

~~Basic~~ Table ~~net loss per share is calculated by dividing net loss by the weighted average shares~~ of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period. For purposes of the diluted net loss per share calculation, stock options, unvested restricted stock units and Employee Stock Purchase Plan (“ESPP”) shares are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive; therefore, basic and diluted net loss per share were the same for all periods presented as a result of the Company’s net loss.Contents

~~The~~● ~~following~~On ~~common~~March ~~stock~~6, ~~equivalents~~2024, ~~were~~Alimera ~~excluded~~entered ~~from~~into the ~~computation~~Seventh ofAmendment ~~diluted~~to ~~net~~the ~~loss~~2019 ~~per~~Loan ~~share~~Agreement, ~~for~~ (the ~~years~~“Seventh ~~ended~~Amendment”). ~~March 31~~Pursuant to the Seventh Amendment, ~~2024~~the ~~and~~Lenders ~~2023~~agreed to, ~~respectively~~among other things, ~~because~~increase ~~their~~the ~~inclusion~~amount ~~would~~available ~~have~~under ~~had~~the ~~anti-dilutive~~facility ~~effect:~~from $67.5 million to $72.5 million and funded an additional $5.0 million on March 6, 2024.

	March 31,
	2024		2023
Series B convertible preferred stock		—		5,714,286
Common stock warrants		1,600,000		5,714,286
Stock options		3,239,384		1,216,953
Restricted stock units (“RSUs”)		1,769,638		35,050
Total		6,609,022		12,680,575

Interest on the 2019 Loan Agreement prior to the Fifth Amendment was payable at an annual rate the greater of (i) one-month LIBOR or (ii) 1.78%, plus 7.65% per annum. Interest on the 2019 Loan Agreement following the Fifth Amendment is payable at an annual rate equal to 5.15% plus the greater of (i) 4.60% or (ii) one-month SOFR, which will reset monthly. As of June 30, 2024 and December 31, 2023, the interest rate on the 2019 Loan Agreement was approximately 10.48% and 10.50%, respectively. The 2019 Loan Agreement provides for interest only payments until April 30, 2025, which may be extended an additional 12 months if the Company meets certain financial targets by April 20, 2025, followed by monthly payments of principal and interest through the loan maturity date of April 30, 2028. The Company met such financial targets during the year ended December 31, 2023, and provided there are no events of default as defined by the Loan Agreement on or prior to April 20, 2025, the Company anticipates being able to extend the interest only period for an additional 12 months.

~~11.~~The ~~STOCKHOLDERS’~~Company ~~EQUITY~~is ~~(DEFICIT)~~in compliance with the Revenue Covenant, and expects to comply with the remainder of the Revenue Covenant through one year after these Interim Financial Statements are issued.

~~Series~~Exit AFee ~~Convertible Preferred Stock~~Agreements

In2018 ~~October~~Exit ~~2012,~~Fee the Company closed its preferred stock financing in which it sold units consisting of 1,000,000 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) and warrants (which expired on October 1, 2017) to purchase 300,000 shares of Series A Preferred Stock for gross proceeds of $40.0 million prior to the payment of approximately $0.6 million of related issuance costs. The Company subsequently repurchased all of its outstanding Series A Preferred Stock on March 24, 2023. Following such repurchase, the Company filed a certificate of elimination of the Series A Preferred Stock with the Secretary of State of the State of Delaware. The authorized shares of Series A Preferred Stock were returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series.Agreement

~~Series~~Pursuant Bto ~~Convertible~~the ~~Preferred~~existing ~~Stock~~2018 Exit Fee Agreement, the Company is obligated to pay an exit fee of up to $2.0 million upon the occurrence of an exit event, which generally means a “change in control” (as defined in the 2018 Exit Fee Agreement) and will survive the termination of the 2019 Loan Agreement and accompanying amendments with a term of 10 years. To the extent that the Company has not already paid the $2.0 million exit fee, the Company is also obligated to pay a fee of $1.0 million on achieving each of the following milestones:

In● ~~March 2023~~First, if the Company ~~issued~~achieves ~~and~~revenues ~~sold an aggregate~~ of ~~12,000 shares of Series B Convertible Preferred Stock at a purchase price of~~ $~~1,000 per share and warrants to purchase common stock for aggregate gross proceeds of $12~~80.0 million. Inor ~~May~~more ~~2023,~~from the ~~Company~~sale ~~issued and sold an additional aggregate~~ of ~~67,000~~its ~~shares~~ILUVIEN ofproduct ~~Series~~in ~~B Convertible Preferred Stock at a purchase price of $1,000 per share and warrants to purchase common stock for aggregate gross proceeds of $67.0 million. On August 1, 2023,~~ the ~~Company~~ordinary ~~amended~~course ~~the Certificate~~ of ~~Designation~~business ~~of Series B Convertible Preferred Stock~~ to ~~allow for the issuance of pre~~third-~~funded~~party ~~warrants (“Pre-Funded Warrants”) to certain holders of Series B Preferred Stock. Prior to such amendment~~customers, ~~the~~measured ~~Certificate~~on ofa ~~Designation~~trailing ~~provided that the Series B Preferred Stock (including any accrued but unpaid dividends) would automatically convert at the then~~12-~~applicable~~month ~~conversion~~basis ~~price~~during (the ~~“Mandatory~~term ~~Conversion”) in full into the Company’s common stock following stockholder approval. Stockholder approval was received at the Company’s 2023 annual meeting~~ of ~~stockholders held on August 1, 2023, and~~ the ~~Company designated August 15~~agreement, ~~2023,~~tested as the date for the Mandatory Conversion of the Series B Convertible Preferred Stock into its common stock and Pre-Funded Warrants to purchase common stock. In connection with the Mandatory Conversion, the Company issued 43,617,114 shares of common stock and Pre-Funded Warrants exercisable for 2,000,000 shares of common stock at ~~an exercise price of $0.01 per share to~~ the ~~holders~~end of ~~the~~each ~~Series~~month; B Convertible Preferred Stock. Following the Mandatory Conversion, no shares of the Series B Convertible Preferred Stock remain outstanding. The authorized shares of Series B Preferred Stock were returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series.and

~~Common~~● ~~and~~Second, ~~Preferred~~if ~~Stock~~the Company achieves revenues of $100.0 million or more from the sale of its ILUVIEN product in the ordinary course of business to third party customers, measured in the same manner.

~~The~~2019 ~~Company’s~~Exit ~~authorized~~Fee capital stock consists of (a) 150,000,000 shares of common stock, par value $0.01 per share; and (b) 10,000,000 shares of preferred stock, par value $0.01 per share. At March 31, 2024 and December 31, 2023, there were 52,374,687 and 52,354,450 shares of common stock issued and outstanding, respectively. At March 31, 2024 and December 31, 2023, there were no shares of preferred stock issued and outstanding.Agreement

20Pursuant to the existing 2019 Exit Fee Agreement, the Company is obligated to pay an exit fee of up to a $0.7 million upon the occurrence of an exit event, which generally means a “change in control” (as defined in the 2019 Exit Fee Agreement) and will survive the termination of the 2019 Loan Agreement and accompanying amendments with a term of 10 years. To the extent that the Company has not already paid the $0.7 million exit fee, the Company is obligated to pay a fee of $0.3 million on achieving each of the following milestones:

~~Table~~● First, if the Company achieves revenues of ~~Contents~~$75.0 million or more from the sale of its ILUVIEN product in the ordinary course of business to third-party customers, measured on a trailing 12-month basis during the term of the agreement, tested at the end of each month; and

12● Second, if the Company achieves revenues of $95.0 ~~STOCK-BASED~~million ~~COMPENSATION~~or more from the sale of its ILUVIEN product in the ordinary course of business to third party customers, measured in the same manner.

2023 ~~Equity~~Exit ~~Incentive~~Fee ~~Plan~~Agreement

OnPursuant ~~August~~to ~~1, 2023,~~ the ~~Company’s~~existing ~~stockholders approved the~~ 2023 ~~Equity~~Exit ~~Incentive~~Fee ~~Plan~~Agreement, (the ~~“2023~~Company ~~Plan”),~~is ~~which~~obligated ~~replaced~~to ~~the~~pay ~~2019~~1.5% ~~Omnibus~~of ~~Incentive Plan (~~the ~~“2019~~aggregate ~~Plan”).~~principal ~~The~~amount ~~2023~~funded ~~Plan~~under ~~has~~the a2019 ~~share~~Loan ~~reserve~~Agreement ~~equal~~and toaccompanying ~~the~~amendments ~~sum of~~ (a)principal ~~3,231,755~~amount ~~shares~~currently ofis ~~common~~$72.5 ~~stock, (b~~million) ~~shares~~as ~~that~~an ~~are~~exit ~~subject~~fee toupon ~~awards granted under~~ the ~~2019~~occurrence ~~Plan~~of ~~that~~an ~~are~~exit ~~outstanding on or after August 1~~event, ~~2023~~which ~~(the~~generally ~~“Effective~~means ~~Date”)~~a ~~and~~change ~~that~~in ~~are subsequently forfeited~~control, ~~cancelled,~~and ~~expire~~will orsurvive ~~lapse unexercised or unsettled or are reacquired by~~ the ~~Company,~~termination ~~(c) the number~~ of ~~shares reserved under~~ the 2019 ~~Plan~~Loan ~~that~~Agreement ~~are~~and ~~not~~accompanying ~~issued~~amendments orand ~~subject~~has toa ~~outstanding~~term ~~awards~~of ~~under~~10 ~~the~~years. ~~2019~~To ~~Plan on~~ the ~~Effective~~extent ~~Date,~~that ~~and (d)~~ the ~~increase~~Company inhas ~~shares~~not ~~described~~already inpaid the ~~next sentence~~1.5% On(currently ~~the~~$1.1 ~~first~~million) ~~anniversary~~ of the ~~Effective~~aggregate ~~Date,~~principal ~~the~~amount ~~number~~funded ~~of shares of common stock that may be issued~~ under the ~~2023~~2019 ~~Plan~~Loan ~~will~~Agreement ~~increase~~and byaccompanying ~~a number of shares equal to 6% of the number of outstanding shares of common stock. Under the 2023 Plan~~amendments, the ~~Compensation Committee of the~~ Company’s ~~board of directors~~ is ~~authorized~~obligated to ~~grant~~pay ~~equity-based~~a ~~incentive~~fee ~~awards that include stock options, restricted stock units (“RSUs”), shares~~ of ~~restricted stock (“RSS”) and performance-based restricted stock units (“PSUs”) to officers, directors, employees and contractors~~1.5% ~~Equity-based~~of ~~awards~~the ~~are~~aggregate ~~also~~principal ~~outstanding~~amount funded under the ~~Company’s~~ 2019 ~~and~~Loan ~~2010~~Agreement ~~equity~~and ~~incentive~~accompanying ~~plans,~~amendments ~~although~~upon noachieving ~~new awards can be granted under either plan. The Company’s equity incentive plans permit~~ the ~~issuance~~following ~~of various types of awards including but not limited to stock options, restricted stock, RSUs and PSUs.~~milestone:

~~2024~~● ~~Equity~~If ~~Inducement~~the ~~Plan~~Company achieves revenues of $82.5 million or more from the sale of its ILUVIEN product in the ordinary course of business to third-party customers, measured on a trailing 12-month basis during the term of the agreement, tested at the end of each month.

On May ~~February 8~~17, ~~2024~~2023, ~~upon recommendation of~~ the ~~Compensation Committee of the Board of Directors of the~~ Company, ~~they~~amended ~~approved and adopted~~ the ~~2024~~revenue ~~Equity~~criteria Inducement Plan (the “2024 Equity Inducement Plan”), and subject to the adjustment provisions of the 2024 Equity Inducement Plan, reserved 800,000 shares of the Company’s common stock, par value $0.01 per share, for ~~issuance~~all ofthree ~~equity~~exit ~~awards~~fee ~~under~~agreements ~~the 2024 Equity Inducement Plan. The 2024 Equity Inducement Plan was approved and adopted without stockholder approval pursuant~~ to ~~Rule~~include ~~5635(c)(4) of~~ the ~~Nasdaq~~sales ~~Listing Rules. The 2024 Equity Inducement Plan provides for grants~~ of ~~non-statutory~~YUTIQ ~~stock~~in ~~options, RSUs, PSUs, stock appreciation rights, and restricted shares (each, an “Inducement Award”). In addition,~~ the ~~Compensation~~ordinary ~~Committee~~course of ~~the~~business ~~Board~~to ~~of Directors also approved various forms of stock~~third-~~based~~party ~~awards~~customers. The ~~terms~~exit ~~and~~fees ~~conditions~~payable ofpursuant ~~the 2024 Equity Inducement Plan are intended~~ to ~~comply with~~ the ~~Nasdaq~~Company’s ~~inducement~~existing ~~award~~exit ~~rules.~~fee Inagreements ~~accordance~~will ~~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~~exceed ~~employees~~$3.8 ormillion ~~directors~~in ~~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~~total.

AnDuring ~~aggregate~~the ~~460~~fourth quarter of 2023,~~106~~ the Company met one revenue milestone under the 2018 Exit Fee Agreement and ~~142~~one revenue milestone under the 2019 Exit Fee Agreement. Accordingly,~~511~~ ~~shares~~the Company recognized $1.3 million of interest expense during the ~~Company’s~~fourth ~~common~~quarter ~~stock~~of ~~were~~2023. ~~available~~During ~~for~~the ~~issuance~~first quarter of ~~new~~2024, ~~awards~~the ~~granted~~Company met the revenue milestone under the 2023 Exit Fee Agreement and recognized $1.1 million of interest expense. During the second quarter of 2024, the Company’s ~~equity~~met ~~incentive~~one ~~plans~~revenue asmilestone under the 2019 Exit Fee Agreement and recognized $0.3 million of ~~March~~interest 31expense. As of June 30, 2024, ~~and~~there ~~December~~was $0.3 31million in exit fees included in accounts payable. As of June 30, ~~2023~~2024, ~~respectively~~one revenue milestone relating to the 2018 Exit Fee Agreement, totaling $1.0 million, remained untriggered.

~~Stock~~Modification ~~Options~~of Debt

~~Options~~The ~~granted~~Company tocapitalized ~~employees~~approximately ~~typically become exercisable over a four-year vesting period and have a ten-year contractual term~~$2.6 ~~Initial~~million ~~options~~of ~~granted~~deferred tofinancing ~~directors~~costs ~~typically~~in ~~vest~~connection ~~over~~with athe ~~four-year~~Fifth ~~period~~ and ~~have~~Sixth aAmendments ~~ten-year~~during ~~contractual term~~2023. ~~Annual~~In ~~option~~connection ~~grants~~with ~~to directors typically vest in full on~~ the ~~date~~Seventh ofAmendment, the Company’s ~~next~~capitalized ~~annual~~less ~~meeting~~than of$0.1 ~~shareholders~~million ~~and~~of ~~have~~deferred afinancing ~~ten-year contractual term~~costs.

During the three months ended March 31, 2024 and 2023, the Company recorded compensation expense related to stock options of approximately $0.5 million and $0.2 million, respectively. As of March 31, 2024, the total unrecognized compensation cost related to non-vested stock options granted was $4.9 million and is expected to be recognized over a weighted average period of 3.27 years. 21

~~The~~ Table ~~following table presents a summary~~ of ~~stock option activity for the three months ended March 31, 2024 and 2023:~~Contents

	Three Months Ended
	March 31,
	2024			2023
			Weighted			Weighted
			Average			Average
			Exercise			Exercise
	Options		Price ($)	Options		Price ($)
Options outstanding at beginning of period		3,194,574	7.42		1,175,339	19.03
Grants		99,500	4.18		100,402	2.73
Forfeitures and expirations		(41,565)	4.09		(58,788)	11.85
Exercises		(13,125)	2.82		—	—
Options outstanding at period end		3,239,384	7.38		1,216,953	18.03
Options exercisable at period end		1,117,599	14.89		867,650	23.38
Weighted average per share fair value of options granted during the period	$	2.86		$	1.88

Extinguishment of Debt

21In accordance with the guidance in ASC Subtopic 470-50, Debt – Modifications and Extinguishments, the Company entered into and accounted for the Sixth Amendment as an extinguishment of debt. The Company recognized a loss on extinguishment of $1.1 million in connection with the Sixth Amendment.

~~Table~~Fair Value of ~~Contents~~Debt

The ~~following~~weighted ~~table~~average ~~provides~~interest ~~additional~~rates ~~information~~of ~~related~~the toCompany’s ~~outstanding~~notes ~~stock~~payable ~~options~~approximate asthe rate at which the Company could obtain alternative financing. Therefore, the carrying amount of ~~March~~the 31notes approximated their fair value at June 30, 2024: and December 31, 2023.

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
			Exercise		Contractual		Intrinsic
	Shares		Price ($)		Term		Value ($)
							(In thousands)
Outstanding		3,239,384		7.38		8.17 years		1,491
Exercisable		1,117,599		14.89		5.69 years		260
Outstanding, vested and expected to vest		2,747,507		8.09		7.92 years		1,222

10. EARNINGS (LOSS) PER SHARE

The ~~following~~Company ~~table~~follows ~~provides~~ASC ~~additional~~260, ~~information~~Earnings ~~related~~Per toShare ~~outstanding~~(“ASC ~~stock~~260”), ~~options~~which asrequires the reporting of ~~December 31~~both basic and diluted earnings per share (“EPS”). Because the Company’s preferred stockholders participate in dividends equally with common stockholders (if the Company were to declare and pay dividends), the Company uses the two-class method to calculate EPS. However, the Company’s preferred stockholders are not contractually obligated to share in losses. The Company’s preferred stock for Series A and Series B were eliminated in 2023: (see Note 11).

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
			Exercise		Contractual		Intrinsic
	Shares		Price ($)		Term		Value ($)
							(In thousands)
Outstanding		3,194,574		7.42		8.35 years		2,460
Exercisable		993,037		16.34		5.40 years		258
Outstanding, vested and expected to vest		2,887,226		7.84		8.20 years		2,164

Basic net loss per share is calculated by dividing net loss by the weighted average shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period. For purposes of the diluted net loss per share calculation, stock options, unvested restricted stock units and Employee Stock Purchase Plan (“ESPP”) shares are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive; therefore, basic and diluted net loss per share were the same for all periods presented as a result of the Company’s net loss.

AsThe following common stock equivalents were excluded from the computation of ~~March~~diluted 31net loss per share for the three and six months ended June 30, 2024 and 2023, ~~182~~respectively,~~906~~ ~~shares~~because ~~remain~~their ~~available~~inclusion ~~for~~would ~~grant~~have ~~under~~had ~~the~~anti-dilutive ~~2023 Plan.~~ effect:

Restricted Stock and Restricted Stock Units (“RSUs”)

	*June 30,*
	*2024*		*2023*
Series B convertible preferred stock		—		45,272,874
Common stock warrants		1,600,000		1,600,000
Stock options		3,275,893		1,217,045
Restricted stock units (“RSUs”)		869,638		—
Performance stock units (“PSUs”)		900,000		—
Total		6,645,531		48,089,919

~~The~~11. ~~following~~STOCKHOLDERS’ ~~table presents a summary of restricted stock and RSUs activity for the three months ended March 31, 2024 and 2023:~~EQUITY

	Three Months Ended
	March 31,
	2024				2023
			Weighted				Weighted
			Average				Average
			Grant Date				Grant Date
	Shares		Fair Value ($)		Shares		Fair Value ($)
Restricted stock and RSUs outstanding at beginning of period		1,217,076		2.35		73,594		4.98
Grants		223,300		3.77		632,050		1.39
Vested restricted stock and RSUs		(159,256)		1.82		(20,468)		4.98
Forfeitures		—		—		—		—
Restricted stock and RSUs outstanding at period end		1,281,120		2.66		685,176		1.67

Series A Convertible Preferred Stock

~~Employee~~In October ~~stock-based~~2012, ~~compensation~~the ~~expense~~Company ~~related~~closed toits ~~restricted~~preferred stock ~~and~~financing ~~RSUs~~in ~~recognized~~which init ~~accordance~~sold ~~with~~units ~~ASC~~consisting ~~718~~of 1,000,000 ~~Compensation~~shares -of ~~Stock~~Series ~~Compensation~~A Convertible Preferred Stock (“~~ASC~~Series ~~718~~A Preferred Stock”) ~~was~~and warrants (which expired on October 1, 2017) to purchase 300,000 shares of Series A Preferred Stock for gross proceeds of $040.40 million ~~and~~prior ~~less~~to ~~than~~the payment of approximately $0.16 million ~~for~~of ~~the~~related ~~three~~issuance ~~months~~costs. ~~ended~~In ~~March~~2014, 31400,000 ~~2024~~shares ~~and~~of Series A Preferred Stock were converted into common stock. In 2023, the Company repurchased the remaining 600,000 shares of Series A Preferred Stock. Following such repurchase, the Company filed a certificate of elimination of the Series A Preferred Stock with the Secretary of State of the State of Delaware. The authorized shares of Series A Preferred Stock were returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series.

AsSeries ofB ~~March~~Convertible ~~31,~~Preferred ~~2024, the total unrecognized compensation cost related to restricted stock and RSUs was $3.2 million and is expected to be recognized over a weighted average period of 3.40 years.~~Stock

~~Performance-based~~In March ~~restricted~~2023, the Company issued and sold an aggregate of 12,000 shares of Series B Convertible Preferred Stock at a purchase price of $1,000 per share and warrants to purchase common stock ~~units~~for aggregate gross proceeds of $12.0 million. In May 2023, the Company issued and sold an additional aggregate of 67,000 shares of Series B Convertible Preferred Stock at a purchase price of $1,000 per share and warrants to purchase common stock for aggregate gross proceeds of $67.0 million. On August 1, 2023, the Company amended the Certificate of Designation of Series B Convertible Preferred Stock to allow for the issuance of pre-funded warrants (“~~PSUs~~Pre-Funded Warrants”) to certain holders of Series B Preferred Stock. Prior to such amendment, the Certificate of Designation provided that the Series B Preferred Stock (including any accrued but unpaid dividends) would automatically convert at the then-applicable conversion price (the “Mandatory Conversion”) in full into the Company’s common stock following stockholder approval. Stockholder approval was received at the Company’s 2023 annual meeting of stockholders held on August 1, 2023, and the Company designated August 15, 2023, as the date for the Mandatory Conversion of the Series B Convertible Preferred Stock into its common stock and Pre-Funded Warrants to purchase common stock. In connection with the Mandatory Conversion, the Company issued 43,617,114 shares of common stock and Pre-Funded Warrants exercisable for 2,000,000 shares of common stock at an exercise price of $0.01 per share to the holders of the Series B Convertible Preferred Stock. Following the Mandatory Conversion, no shares of the Series B Convertible Preferred Stock remain outstanding. The authorized shares of Series B Preferred Stock were returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series.

~~During~~In August ~~the fourth quarter of 2023~~2024, the ~~Company began granting performance~~Pre-~~based~~Funded ~~PSUs~~Warrants ~~that~~were ~~will~~exercised ~~settle~~by inthe ~~stock.~~holder ~~PSUs~~on ~~awarded to employees have~~ a ~~three-year~~cashless ~~performance~~basis, ~~period~~resulting ~~and~~in ~~vest equally upon~~ the ~~achievement~~issuance of ~~annual~~1,996,402 ~~performance~~shares ~~measures established at the date~~ of ~~grant.~~common ~~Participants~~stock, ~~may ultimately earn between zero~~ and ~~100%~~no ofPre-Funded ~~the~~Warrants ~~number~~remaining ~~of PSUs granted based on the degree of achievement of the performance metrics~~outstanding. ~~If zero PSUs vest in a given year because the annual performance metric was not achieved, such PSUs will not be eligible to vest in a later year for the participant.~~

22Common and Preferred Stock

~~Table~~The Company’s authorized capital stock consists of ~~Contents~~(a) 150,000,000 shares of common stock, par value $0.01 per share; and (b) 10,000,000 shares of preferred stock, par value $0.01 per share. At June 30, 2024 and December 31, 2023, there were 52,387,763 and 52,354,450 shares of common stock issued and outstanding, respectively. At June 30, 2024 and December 31, 2023, there were no shares of preferred stock issued and outstanding.

~~The following table summarizes the PSUs activity for three months ended March 31, 2024 and 2023:~~ 22

	Three Months Ended
	March 31,
	2024				2023
			Weighted				Weighted
			Average				Average
			Grant Date				Grant Date
	Shares		Fair Value ($)		Shares		Fair Value ($)
Performance stock units outstanding at beginning of period		625,000		2.99		—		—
Grants		275,000		3.77		—		—
Vested		—		—		—		—
Forfeitures		—		—		—		—
Restricted stock and RSUs outstanding at period end		900,000		3.23		—		—

Table of Contents

~~The Company recognized no compensation costs related to the PSUs during the three months ended March 31, 2024 and 2023, as it was not deemed probable that any performance conditions would be achieved~~12. AsSTOCK-BASED of March 31, 2024, there was approximately $2.7 million of total unrecognized compensation cost related to outstanding PSUs that could be recognized over a weighted average period of 2.90 years if the PSUs vest.COMPENSATION

~~Employee~~2023 ~~Stock~~Equity ~~Purchase~~Incentive Plan

~~During~~On August 1, 2023, the ~~three~~Company’s ~~months~~stockholders ~~ended~~approved ~~March~~the 312023 Equity Incentive Plan (the “2023 Plan”), ~~2024~~which replaced the 2019 Omnibus Incentive Plan (the “2019 Plan”). The 2023 Plan has a share reserve equal to the sum of (a) 3,231,755 shares of common stock, (b) shares that are subject to awards granted under the 2019 Plan that are outstanding on or after August 1, 2023 (the “Effective Date”) and that are subsequently forfeited, cancelled, expire or lapse unexercised or unsettled or are reacquired by the Company, (c) the number of shares reserved under the 2019 Plan that are not issued or subject to outstanding awards under the 2019 Plan on the Effective Date, and (d) the increase in shares described in the next sentence. On the first anniversary of the Effective Date, the number of shares of common stock that may be issued under the 2023 Plan will increase by a number of shares equal to 6% of the number of outstanding shares of common stock. Under the 2023 Plan, the Compensation Committee of the Company’s ~~recorded~~board ~~compensation~~of ~~expense~~directors ~~related~~is authorized to ~~its~~grant ~~employee~~equity-based incentive awards that include stock ~~purchase~~options, ~~plan~~restricted stock units (“RSUs”), shares of ~~less~~restricted ~~than~~stock $0(“RSS”) and performance-based restricted stock units (“PSUs”) to officers, directors, employees and contractors.1 ~~million~~Equity-based ~~for~~awards ~~each~~are ~~period~~also outstanding under the Company’s 2019 and 2010 equity incentive plans, although no new awards can be granted under either plan. The Company’s equity incentive plans permit the issuance of various types of awards including but not limited to stock options, restricted stock, RSUs and PSUs.

~~13.~~2024 ~~INCOME~~Equity ~~TAXES~~Inducement Plan

InOn February ~~accordance with ASC 740~~8, ~~Income Taxes~~2024, ~~the~~upon ~~Company~~recommendation ~~recognizes~~of ~~deferred~~the ~~tax~~Compensation ~~assets~~Committee ~~and~~of ~~liabilities~~the ~~for~~Board ~~temporary~~of ~~differences~~Directors ~~between~~of the ~~financial~~Company, ~~reporting~~they ~~basis~~approved and adopted the ~~tax~~2024 ~~basis~~Equity ofInducement ~~its~~Plan ~~assets~~(the “2024 Equity Inducement Plan”), and ~~liabilities~~subject atto the ~~enacted~~adjustment ~~tax~~provisions ~~rates~~of inthe ~~effect~~2024 ~~for~~Equity ~~the~~Inducement ~~year~~Plan, inreserved ~~which~~800,000 shares of the ~~differences~~Company’s ~~are~~common ~~expected~~stock, topar ~~reverse~~value $0.01 ~~Significant~~per ~~management~~share, ~~judgment~~for isissuance ~~involved~~of inequity ~~determining~~awards under the ~~provision~~2024 ~~for~~Equity ~~income~~Inducement ~~taxes,~~Plan. ~~deferred~~The ~~tax~~2024 ~~assets~~Equity ~~and~~Inducement ~~liabilities,~~Plan was approved and ~~any~~adopted ~~valuation~~without ~~allowance~~stockholder ~~recorded~~approval ~~against~~pursuant ~~net~~to ~~deferred~~Rule ~~tax~~5635(c)(4) ~~assets~~of the Nasdaq Listing Rules. ~~Due~~The to2024 ~~uncertainties~~Equity ~~with~~Inducement ~~respect~~Plan toprovides ~~the~~for ~~realization~~grants of ~~U.S.~~non-statutory ~~deferred~~stock ~~tax~~options, ~~assets~~RSUs, ~~due~~PSUs, tostock ~~the~~appreciation ~~history~~rights, ofand ~~operating~~restricted ~~losses~~shares (each, aan ~~valuation~~“Inducement ~~allowance~~Award”). ~~has~~In ~~been~~addition, ~~established~~the ~~against~~Compensation Committee of the ~~entire~~Board ~~net~~of ~~U.S.~~Directors ~~deferred~~also ~~tax~~approved ~~asset~~various ~~balance~~forms of stock-based awards. The ~~valuation~~terms ~~allowance~~and isconditions ~~based~~of onthe ~~management’s~~2024 ~~estimates~~Equity ofInducement ~~taxable~~Plan ~~income~~are inintended ~~the~~to ~~jurisdictions~~comply inwith ~~which~~ the ~~Company~~Nasdaq ~~operates~~inducement ~~and~~award ~~the~~rules. ~~period~~In ~~over~~accordance ~~which~~with ~~deferred~~Rule ~~tax~~5635(c)(4) ~~assets~~of ~~will~~the beNasdaq ~~recoverable.~~Listing IfRules, ~~actual~~the ~~results~~only ~~differ~~persons ~~from~~eligible ~~these~~to ~~estimates~~receive orgrants ~~the~~of ~~Company~~Inducement ~~adjusts~~Awards ~~these~~are ~~estimates~~individuals inwho ~~future~~were ~~periods,~~not apreviously ~~change~~employees inor directors of the ~~valuation~~Company ~~allowance~~(or ~~may~~following bea ~~needed~~bona fide period of non-employment), ~~which~~as ~~could~~an ~~materially~~inducement ~~impact~~material to the ~~Company~~individuals’s ~~financial~~entry ~~position~~into ~~and~~employment ~~results~~with ofthe ~~operations~~Company.

AtAn ~~the~~aggregate ~~end~~440,814 and ~~of each interim period~~142,511 ~~the~~shares ~~Company makes its best estimate~~ of the ~~effective~~Company’s ~~tax~~common ~~rate~~stock ~~expected~~were toavailable ~~be applicable~~ for ~~the~~issuance ~~full~~of ~~fiscal~~new ~~year.~~awards ~~This~~granted ~~estimate~~under ~~reflects, among other items,~~ the Company’s ~~best~~equity ~~estimate~~incentive plans as of June ~~operating~~30, ~~results~~2024 and December ~~foreign~~31, ~~currency~~2023, ~~exchange rates~~respectively.

~~The~~Stock Company also applies the provisions for income taxes related to, among other things, accounting for uncertain tax positions and disclosure requirements. There has been no change to the Company’s policy that recognizes potential interest and penalties related to uncertain tax positions. The Company conducts business globally and, as a result, files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world.Options

~~For~~Options ~~the~~granted ~~three~~to ~~months~~employees ~~ended~~typically ~~March~~become ~~31,~~exercisable ~~2024,~~over ~~the~~a ~~Company~~four-year ~~has~~vesting ~~recorded~~period aand ~~tax~~have ~~benefit~~a often-year ~~$32,000~~contractual term. ~~The~~Initial ~~effective~~options ~~tax~~granted ~~rate~~to ~~for~~directors ~~the~~typically ~~period~~vest ~~differs~~over ~~from~~a ~~the~~four-year ~~statutory~~period ~~tax~~and ~~rate~~have ~~for~~a ~~the~~ten-year ~~period~~contractual ~~primarily~~term. ~~due~~Annual option grants to directors typically vest in full on the ~~effects~~date of ~~valuation~~the ~~allowances~~Company’s onnext ~~net~~annual ~~operating~~meeting ~~losses~~of shareholders and onhave ~~other~~a ~~deferred~~ten-year ~~tax~~contractual ~~assets~~term.

AsDuring ofthe ~~December 31~~three months ended June 30, 2024 and 2023, the Company ~~had~~recorded ~~federal~~compensation ~~NOL~~expense ~~carry-forwards~~related to stock options of approximately $~~146~~0.8 5 million and ~~state NOL carry-forwards of approximately~~ $~~106~~0.81 million, ~~subject~~respectively. toDuring ~~further~~the ~~limitation~~six ~~based~~months ~~upon~~ended June ~~the~~30, ~~final~~2024 ~~results~~and of2023, the Company’s ~~analyses~~recorded ofcompensation ~~Internal~~expense ~~Revenue~~related ~~Code Sections 382 and 383. These NOLs are available~~ to ~~reduce~~stock ~~future~~options ~~income~~of ~~unless~~approximately ~~otherwise taxable~~$1.0 million Ifand ~~not utilized~~$0.3 million, ~~the~~respectively. ~~federal~~As ~~NOL~~of June ~~carry-forwards~~30, ~~will expire at various dates between 2029 and 2037~~2024, the ~~Company’s~~total ~~federal~~unrecognized ~~NOL~~compensation ~~created~~cost inrelated ~~2018~~to ~~and~~non-vested ~~onward~~stock ~~will~~options ~~carry~~granted ~~forward~~was ~~indefinitely~~$4.5 million and ~~the~~is ~~state~~expected ~~NOL~~to ~~carry-forwards~~be ~~will~~recognized ~~expire~~over ata ~~various~~weighted ~~dates~~average ~~between~~period ~~2023~~of ~~and 2043~~3.16 years.

~~Sections~~The ~~382 and 383 of the Internal Revenue Code limit the annual use of NOL carry-forwards and tax credit carry-forwards, respectively,~~ following antable ~~ownership~~presents change. NOL carry-forwards may be subject to annual limitations under Internal Revenue Code Section 382 (“Section 382”) (or comparable provisions of state law) if certain changes in ownership were to occur. The Company periodically evaluates its NOL carry-forwards and whether certain changes in ownership have occurred that would limit the Company’s ability to utilize a ~~portion~~summary of ~~its~~stock ~~NOL~~option ~~carry-forwards.~~activity Iffor ~~it is determined that significant ownership changes have occurred since~~ the ~~Company~~three ~~generated~~months ~~its~~ended June ~~NOL carry-forwards~~30, ~~the~~2024 Company may be subject to annual limitations on the use of these NOL carry-forwards under Section 382 (or comparable provisions of state law). The Company has determined that Section 382 changes in ownership occurred in late 2015 and in 2023~~. As a result of these changes in ownerships, the Company estimated that substantially all of its federal and state NOL~~ :

	*Three Months Ended*
	*June 30,*
	*2024*					*2023*
				*Weighted*					*Weighted*
				*Average*					*Average*
				*Exercise*					*Exercise*
	*Options*			*Price ($)*		*Options*			*Price ($)*
Options outstanding at beginning of period		3,239,384			7.38		1,216,953			18.03
Grants		64,000			3.00		17,321			2.55
Forfeitures and expirations		(27,491	)		12.80		(17,229	)		45.18
Exercises		—			—		—			—
Options outstanding at period end		3,275,893			7.25		1,217,045			17.43
Options exercisable at period end		1,245,003			13.51		893,401			22.07
Weighted average per share fair value of options granted during the period	$	2.19				$	1.77

~~Table of Contents~~ 23

~~carry-forwards~~ Table ~~and tax credits generated prior to the 2023 change in ownership will be subject to Section 382 limitations and may not be fully utilized in the future. The Company is currently in the process~~ of evaluating the Section 382 impact to determine if a write-off is necessary. The reduction to the Company’s NOL deferred tax asset due to the annual Section 382 limitation and the NOL carryforward period would result in an offsetting reduction in valuation allowance recorded against the NOL deferred tax asset.Contents

~~Effective~~The ~~January~~following 1,table ~~2022,~~presents for U.S. tax purposes research and development costs, including software development costs, are required to be capitalized and will be deductible over five years for costs incurred domestically and over fifteen years for costs incurred in a ~~foreign~~summary ~~country. Additionally, the first year~~ of ~~amortization~~stock ~~requires~~option ~~that~~activity ~~amortization~~for ~~begin with~~ the ~~midpoint~~six ofmonths ~~the~~ended June ~~taxable~~30, ~~year.~~2024 and 2023:

As of December 31, 2023 and 2022, the Company’s U.K. subsidiary is in a net deferred tax asset position primarily due to the step up in tax basis for intangible assets created by the transfer of intellectual property from the Netherlands to the U.K. Based upon the expected pattern of reversal of deferred taxes, it is not more likely than not that these deferred tax assets will be realized. As such, a full valuation allowance is placed against the net deferred tax assets of the U.K. subsidiary. The Company’s Irish subsidiary has a deferred tax asset for net operating loss carryforwards. The Company utilized $1.1 million of this carryforward as of December 31, 2023. The Company expects the remaining net operating loss carryforward to be fully realizable in the future based upon the Company’s control of the transfer pricing arrangements. A valuation allowance is not recorded on the deferred tax assets of the Ireland subsidiary. Deferred tax considerations for all other foreign entities are immaterial to the financial statements.

	*Six Months Ended*
	*June 30,*
	*2024*					*2023*
				*Weighted*					*Weighted*
				*Average*					*Average*
				*Exercise*					*Exercise*
	*Options*			*Price ($)*		*Options*			*Price ($)*
Options outstanding at beginning of period		3,194,574			7.42		1,175,339			19.03
Grants		163,500			3.72		117,723			2.70
Forfeitures and expirations		(69,056	)		7.55		(76,017	)		19.41
Exercises		(13,125	)		2.82		—			—
Options outstanding at period end		3,275,893			7.25		1,217,045			17.43
Options exercisable at period end		1,245,003			13.51		893,401			22.07
Weighted average per share fair value of options granted during the period	$	2.60				$	1.86

The ~~Company~~following ~~anticipates~~table ~~that~~provides ~~its~~additional ~~foreign~~information subsidiaries will be profitable and have earnings in the future. Once the foreign subsidiaries have earnings, the Company intends to indefinitely reinvest in its foreign subsidiaries all undistributed earnings and original investments in such subsidiaries. As a result, the Company does not expect to record deferred tax liabilities in the future related to ~~excesses~~outstanding ofstock ~~book~~options ~~over~~as ~~tax basis in the stock~~ of June ~~its foreign subsidiaries in accordance with ASC 740-~~30~~-25.~~, 2024:

14. SEGMENT INFORMATION

					*Weighted*
			*Weighted*		*Average*
			*Average*		*Remaining*		*Aggregate*
			*Exercise*		*Contractual*		*Intrinsic*
	*Shares*		*Price ($)*		*Term (in years)*		*Value ($)*
							(In thousands)
Outstanding		3,275,893		7.25		7.25		5,600
Exercisable		1,245,003		13.51		5.88		1,206
Outstanding, vested and expected to vest		2,826,910		7.86		7.76		4,617

The ~~Company’s~~following ~~operations~~table ~~are~~provides ~~managed~~additional asinformation ~~three~~related ~~operating~~to ~~segments:~~outstanding ~~U.S.,~~stock ~~International~~options ~~and~~as ~~Operating Cost. The Company determined that each~~ of December ~~these operating segments represented a reportable segment. In monitoring performance~~31, aligning strategies and allocating resources, the Company’s CODM manages and evaluates our U.S., International and Operating Cost segments based on segment income or loss from operations adjusted for certain non-cash items, such as stock-based compensation expense and depreciation and amortization. Therefore, the Company classifies within Other (a) the non-cash expenses included in research, development and medical affairs expenses; general and administrative expenses; and sales and marketing expenses; and (b) depreciation and amortization.2023:

The Company’s U.S. and International segments represent the sales and marketing, general and administrative and research and development activities dedicated to the respective geographies. The Operating Cost segment primarily represents the general and administrative and research and development activities not specifically associated with the U.S. or International segments and includes expenses such as executive management; information technology administration and support; legal; compliance; clinical studies; and business development.

					Weighted
			*Weighted*		*Average*
			*Average*		*Remaining*		*Aggregate*
			*Exercise*		*Contractual*		*Intrinsic*
	*Shares*		*Price ($)*		*Term (in years)*		*Value ($)*
							(In thousands)
Outstanding		3,194,574		7.42		8.35		2,460
Exercisable		993,037		16.34		5.40		258
Outstanding, vested and expected to vest		2,887,226		7.84		8.20		2,164

~~Each~~Shares ~~of the Company’s U.S.~~outstanding, ~~International~~vested and ~~Operating~~expected ~~Cost segments is separately managed and is evaluated primarily upon segment income or loss from operations. Other is presented~~ to ~~reconcile~~vest toin the ~~Company’s~~table ~~consolidated~~above ~~totals.~~do ~~The Company does~~ not ~~report~~reflect ~~balance~~any ~~sheet~~accelerated ~~information~~vesting by segment because the Company’s CODM does not review that information. The Company allocates certain operating expenses among its reporting segments based on activity-based costing methods. These activity-based costing methods require the Company to make estimates that affect the amount of ~~each~~unvested ~~expense~~stock ~~category~~options that may result isfrom ~~attributed to each segment. Changes in these estimates will directly affect~~ the ~~amount~~ANI ofMerger ~~expense allocated to each segment and therefore the operating profit of each reporting segment~~Agreement.

~~During~~As ~~the~~of June ~~three months ended March 31~~30, 2024, ~~and 2023~~110,179 ~~two~~shares ~~customers~~remain ~~within~~available ~~the U.S. segment that are large pharmaceutical distributors accounted~~ for ~~63%~~grant ~~and~~under ~~56% of~~ the ~~Company’s~~2023 ~~consolidated product revenues, respectively~~Plan. As ~~These same two customers within the U.S. segment accounted for approximately 70%~~ of June ~~the Company’s consolidated accounts receivable at March 31~~30, 2024 ~~and at December 31~~, ~~2023. Internationally~~311,500 ~~our~~shares ~~distributors~~remain ~~produced~~available ~~approximately~~for ~~53%~~grant ~~and~~under ~~46% of our international product revenues during~~ the ~~three months ended March 31,~~ 2024 ~~and~~Equity ~~2023,~~Inducement ~~respectively~~Plan.

24Restricted Stock and Restricted Stock Units

~~Table~~The following table presents a summary of ~~Contents~~restricted stock and RSUs activity for the three months ended June 30, 2024 and 2023:

The following table presents a summary of the Company’s reporting segments for the three months ended March 31, 2024 and 2023:

	*Three Months Ended*
	*June 30,*
	*2024*					*2023*
				*Weighted*					*Weighted*
				*Average*					*Average*
				*Grant Date*					*Grant Date*
	*Shares*			*Fair Value ($)*		*Shares*			*Fair Value ($)*
Restricted stock and RSUs outstanding at beginning of period		1,281,120			2.66		685,176			1.67
Grants		—			—		—			—
Vested restricted stock and RSUs		—			—		—			—
Forfeitures		(750	)		1.35		(3,000	)		1.35
Restricted stock and RSUs outstanding at period end		1,280,370			2.67		682,176			1.67

	Three Months Ended
	March 31, 2024
	U.S.		International		Operating Cost		Other		Consolidated
	(In thousands)
Net revenue	$	14,552	$	8,459	$	—	$	—	$	23,011
Cost of goods sold, excluding depreciation and amortization		(1,424)		(1,929)		—		—		(3,353)
Gross profit		13,128		6,530		—		—		19,658
Operating expenses:
Research, development and medical affairs expenses		1,300		684		2,326		51		4,361
General and administrative expenses		568		561		3,657		646		5,432
Sales and marketing expenses		6,953		1,548		434		147		9,082
Depreciation and amortization		—		—		—		3,085		3,085
Total operating expenses		8,821		2,793		6,417		3,929		21,960
Segment income (loss) from operations		4,307		3,737		(6,417)		(3,929)		(2,302)
Other income and expenses, net		—		—		—		(3,981)		(3,981)
Net loss before taxes									$	(6,283)

	Three Months Ended
	March 31, 2023
	U.S.		International		Operating Cost		Other		Consolidated
	(In thousands)
Net revenue	$	7,582	$	5,964	$	—	$	—	$	13,546
Cost of goods sold, excluding depreciation and amortization		(905)		(1,123)		—		—		(2,028)
Gross profit		6,677		4,841		—		—		11,518
Operating expenses:
Research, development and medical affairs expenses		1,162		756		2,224		22		4,164
General and administrative expenses		1,184		716		2,116		155		4,171
Sales and marketing expenses		4,274		1,415		66		49		5,804
Depreciation and amortization		—		—		—		681		681
Total operating expenses		6,620		2,887		4,406		907		14,820
Segment income (loss) from operations		57		1,954		(4,406)		(907)		(3,302)
Other income and expenses, net		—		—		—		(1,666)		(1,666)
Net loss before taxes									$	(4,968)

Table of Contents

~~15.~~The ~~OTHER~~following ~~AGREEMENTS~~table ~~WITH~~presents ~~OCUMENSION~~a summary of restricted stock and RSUs activity for the six months ended June 30, 2024 and 2023:

Warrant Subscription Agreement

	*Six Months Ended*
	*June 30,*
	*2024*					*2023*
				*Weighted*					*Weighted*
				*Average*					*Average*
				*Grant Date*					*Grant Date*
	*Shares*			*Fair Value ($)*		*Shares*			*Fair Value ($)*
Restricted stock and RSUs outstanding at beginning of period		1,217,076			2.35		73,594			4.98
Grants		223,300			3.77		632,050			1.39
Vested restricted stock and RSUs		(159,256	)		1.82		(20,468	)		4.98
Forfeitures		(750	)		1.35		(3,000	)		1.35
Restricted stock and RSUs outstanding at period end		1,280,370			2.67		682,176			1.67

OnEmployee ~~April 14,~~stock-based ~~2021,~~compensation ~~the~~expense ~~Company~~related ~~entered into the warrant agreement with Ocumension pursuant~~ to ~~which~~restricted ~~Ocumension~~stock ~~agreed~~and toRSUs ~~issue~~recognized toin ~~the~~accordance ~~Company~~with ~~1,000,000~~ASC ~~non-transferable warrants granting the Company the right for a period of four years to subscribe to up to an aggregate of 1~~718,~~000,000~~ ~~shares~~Compensation of- ~~Ocumension~~Stock ~~stock~~Compensation at(“ASC ~~the~~718”) ~~subscription~~was ~~price of HK~~$230.883 million ~~per~~and ~~warrant share (or US~~approximately $30.071 ~~per~~million ~~warrant~~for ~~share as converted to U.S. Dollars at~~ the ~~exchange~~three ~~rate~~months onended June ~~April 9~~30, ~~2021~~2024 ofand 02023.~~12853~~ Employee ~~U.S.~~stock-based ~~Dollars~~compensation ~~per~~expense ~~HK$),~~related ~~subject~~ to ~~adjustment.~~restricted ~~(The~~stock ~~converted~~and ~~rate~~RSUs isrecognized ~~for~~in ~~illustrative~~accordance ~~purposes~~with ~~only;~~ASC ~~if the Company exercises the warrants~~718, itCompensation ~~will~~- ~~pay~~Stock ~~the~~Compensation ~~subscription~~(“ASC ~~price~~718”) ofwas HK$230.~~88 per warrant share in HK$.) The warrants were issued on August~~6 ~~13,~~million ~~2021, pursuant to the terms of the warrant agreement. The warrants are not~~ and ~~will not be listed on any stock exchange~~$0.1 ~~The~~million ~~fair~~for ~~value of~~ the ~~warrants~~six months ~~are~~ended June ~~included~~30, on2024 ~~the balance sheet~~ and ~~revalued at each of the Company’s reporting dates with fluctuations being booked through the Company’s statement of operations~~2023.

16As of June 30, 2024, the total unrecognized compensation cost related to restricted stock and RSUs was $3.0 million ~~FAIR~~and ~~VALUE~~is expected to be recognized over a weighted average period of 3.16 years.

~~The~~Performance-based ~~Company~~restricted ~~applies~~stock FASB ASC 820, Fair Value Measurements (“ASC 820”), in determining the fair value of certain assets and liabilities. ASC 820 defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities units

25During the fourth quarter of 2023, the Company began granting performance-based PSUs that will settle in stock. PSUs awarded to employees have a three-year performance period and vest equally upon the achievement of annual performance measures established at the date of grant. Participants may ultimately earn between zero and 100% of the number of PSUs granted based on the degree of achievement of the performance metrics. If zero PSUs vest in a given year because the annual performance metric was not achieved, such PSUs will not be eligible to vest in a later year for the participant.

~~Table~~The offollowing ~~Contents~~table summarizes the PSUs activity for three months ended June 30, 2024 and 2023:

(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

	*Three Months Ended*
	*June 30,*
	*2024*				*2023*
			*Weighted*				*Weighted*
			*Average*				*Average*
			*Grant Date*				*Grant Date*
	*Shares*		*Fair Value ($)*		*Shares*		*Fair Value ($)*
PSUs outstanding at beginning of period		900,000		3.23		—		—
Grants		—		—		—		—
Vested		—		—		—		—
Forfeitures		—		—		—		—
Restricted stock and RSUs outstanding at period end		900,000		3.23		—		—

~~Level~~The 1following –table ~~Inputs~~summarizes ~~are~~the ~~quoted~~PSUs ~~prices~~activity ~~(unadjusted) in active markets~~ for ~~identical~~six months ~~assets~~ended June or30, ~~liabilities~~2024 ~~that~~and ~~the reporting entity has the ability to access at the measurement date.~~2023:

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

	*Six Months Ended*
	*June 30,*
	*2024*				*2023*
			*Weighted*				*Weighted*
			*Average*				*Average*
			*Grant Date*				*Grant Date*
	*Shares*		*Fair Value ($)*		*Shares*		*Fair Value ($)*
PSUs outstanding at beginning of period		625,000		2.99		—		—
Grants		275,000		3.77		—		—
Vested		—		—		—		—
Forfeitures		—		—		—		—
Restricted stock and RSUs outstanding at period end		900,000		3.23		—		—

~~Level~~The 3Company –recognized ~~Prices~~$0.9 ormillion ~~valuations~~in compensation ~~that~~costs ~~require~~related ~~inputs~~to ~~that~~the ~~are~~PSUs ~~both~~during ~~significant~~the three and six months ended June 30, 2024, as performance conditions were expected and probable to be achieved as of June 30, 2024. The Company recognized no compensation costs related to the ~~fair~~PSUs ~~value~~during ~~measurement~~the three and six ~~unobservable~~months ended June 30, 2023. As of June 30, 2024, there was approximately $2.0 million of total unrecognized compensation cost related to outstanding PSUs that could be recognized over a weighted average period of 2.64 years if the PSUs vest.

~~Pursuant~~In July to2024, ~~the~~299,999 ~~Company’s~~PSUs ~~warrant~~vested ~~agreement~~in accordance with ~~Ocumension,~~ the ~~Company~~performance ~~has~~conditions ~~the~~outlined ~~right~~in ~~to exercise~~ the ~~warrants at its option, which are considered to be derivative instruments and classified as non-current warrant assets~~PSU agreements. ~~The~~Per ~~Company uses~~ the ~~Black-Scholes~~PSU ~~pricing~~agreements, ~~model~~the ~~and~~vested ~~assumptions~~PSUs will ~~that~~be ~~consider,~~settled in ~~among other variables,~~ the ~~fair~~form ~~value~~ of ~~the~~common ~~underlying~~ stock, as ~~risk-free~~soon ~~interest~~as ~~rate,~~practicable ~~volatility,~~on ~~expected~~or ~~life and dividend rates in estimating fair value for~~ following the end ~~warrants considered to be derivative instruments. Changes in the fair value during~~ of each measurement year within ~~reporting period are reported in~~ the ~~consolidated~~performance ~~statement of operations~~period.

~~There have been no changes to the valuation methods during the three months ended March 31, 2024 or 2023.~~ 25

~~The~~ Table ~~carrying amounts~~ of the Company’s financial instruments, including cash and cash equivalents and current assets and liabilities approximate their fair value because of their short maturities. The weighted average interest rate of the Company’s notes payable approximates the rate at which the Company could obtain alternative financing; therefore, the carrying amount of the note approximates the fair value. Contents

~~The~~Employee ~~following~~Stock ~~fair~~Purchase ~~value table presents information about certain of the Company’s assets measured at fair value on a recurring basis:~~Plan

	March 31, 2024
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Warrant asset (1)	$	—	$	6	$	—	$	6
Assets measured at fair value	$	—	$	6	$	—	$	6

During the three months ended June 30, 2024 and 2023, the Company recorded compensation expense related to its employee stock purchase plan of less than $0.1 million for each period. For both the six months ended June 30, 2024 and 2023, the Company recorded compensation expense related to its employee stock purchase plan of less than $0.1 million for each period.

	December 31, 2023
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Warrant asset (1)	$	—	$	52	$	—	$	52
Assets measured at fair value	$	—	$	52	$	—	$	52

13. INCOME TAXES

~~(1)~~In ~~The~~accordance ~~Company~~with ~~uses~~ASC 740, Income Taxes, the ~~Black-Scholes~~Company ~~pricing~~recognizes ~~model~~deferred tax assets and ~~assumptions~~liabilities ~~that~~for ~~consider,~~temporary ~~among~~differences ~~other~~between ~~variables,~~the financial reporting basis and the ~~fair~~tax ~~value~~basis of its assets and liabilities at the ~~underlying~~enacted ~~stock,~~tax ~~risk-free~~rates ~~interest~~in ~~rate,~~effect ~~volatility,~~for the year in which the differences are expected ~~life~~to ~~and~~reverse. ~~dividend~~Significant ~~rates~~management judgment is involved in ~~estimating~~determining ~~fair~~the ~~value~~provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against net deferred tax assets. Due to uncertainties with respect to the ~~warrants~~realization ~~considered~~of U.S. deferred tax assets due to bethe ~~derivative~~history ~~instruments~~of operating losses, a valuation allowance has been established against the entire net U.S. ~~Changes~~deferred tax asset balance. The valuation allowance is based on management’s estimates of taxable income in ~~this~~the ~~value~~jurisdictions ~~each~~in ~~reporting~~which the Company operates and the period ~~are~~over ~~reported~~which deferred tax assets will be recoverable. If actual results differ from these estimates or the Company adjusts these estimates in future periods, a change in the ~~condensed~~valuation ~~consolidated~~allowance may ~~statement~~be needed, which could materially impact the Company’s financial position and results of operations.

‎At the end of each interim period, the Company makes its best estimate of the effective tax rate expected to be applicable for the full fiscal year. This estimate reflects, among other items, the Company’s best estimate of operating results and foreign currency exchange rates.

26The Company also applies the provisions for income taxes related to, among other things, accounting for uncertain tax positions and disclosure requirements. There has been no change to the Company’s policy that recognizes potential interest and penalties related to uncertain tax positions. The Company conducts business globally and, as a result, files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world.

~~Table~~For the three and six months ended June 30, 2024, the Company has recorded a tax benefit for both periods of ~~Contents~~less than $0.1 million. The effective tax rate for the period differs from the statutory tax rate for the period primarily due to the effects of valuation allowances on net operating losses and on other deferred tax assets.

~~ITEM~~As 2of December 31, 2023, the Company had federal NOL carry-forwards of approximately $146.8 ~~Management~~million and state NOL carry-forwards of approximately $106.8 million, subject to further limitation based upon the final results of the Company’s ~~Discussion~~analyses of Internal Revenue Code Sections 382 and ~~Analysis~~383. ofThese ~~Financial~~NOLs ~~Condition~~are available to reduce future income unless otherwise taxable. If not utilized, the federal NOL carry-forwards will expire at various dates between 2029 and ~~Results~~2037, ofthe ~~Operations~~Company’s federal NOL created in 2018 and onward will carry forward indefinitely and the state NOL carry-forwards will expire at various dates between 2023 and 2043.

~~The~~Sections ~~following~~382 ~~discussion~~and 383 of the Internal Revenue Code limit the annual use of NOL carry-forwards and ~~analysis~~tax ~~should~~credit becarry-forwards, ~~read~~respectively, infollowing ~~conjunction~~an ~~with~~ownership ~~our~~change. ~~unaudited~~NOL ~~interim~~carry-forwards may ~~condensed~~be ~~consolidated~~subject ~~financial~~to ~~statements~~annual ~~and~~limitations ~~the~~under ~~related~~Internal ~~notes~~Revenue Code Section 382 (“~~Interim~~Section ~~Financial Statements~~382”) ~~that~~(or ~~appear~~comparable ~~elsewhere~~provisions inof ~~this~~state ~~quarterly~~law) ~~report~~if oncertain ~~Form~~changes ~~10-Q~~in ownership were to occur. ~~This~~The ~~discussion~~Company ~~contains~~periodically ~~forward~~evaluates its NOL carry-~~looking~~forwards ~~statements~~and ~~reflecting~~whether ~~our~~certain ~~current~~changes ~~expectations~~in ownership have occurred that ~~involve~~would ~~risks~~limit ~~and~~the ~~uncertainties~~Company’s ability to utilize a portion of its NOL carry-forwards. ~~Actual~~If ~~results~~it is determined that significant ownership changes have occurred since the Company generated its NOL carry-forwards, the Company may ~~differ~~be ~~materially~~subject ~~from~~to ~~those~~annual ~~discussed~~limitations inon the use of these ~~forward~~NOL carry-~~looking~~forwards ~~statements~~under ~~due~~Section to382 a(or ~~number~~comparable provisions of ~~factors,~~state ~~including~~law). ~~those~~The ~~described~~Company has determined that Section 382 changes in ~~Part~~ownership I,occurred ~~Item~~in 1Alate 2015 and in 2023. As a result of these changes in ownerships, ~~“Risk~~the ~~Factors”~~Company estimated that substantially all of its federal and ~~elsewhere~~state inNOL carry-forwards and tax credits generated prior to the 2023 ~~Form~~change ~~10-K~~in ownership will be subject to Section 382 limitations and may not be fully utilized in the future. ~~For~~The ~~further~~Company ~~information~~is ~~regarding~~currently ~~forward-looking~~in ~~statements,~~the ~~please~~process ~~refer~~of toevaluating the ~~“Special~~Section ~~Note~~382 ~~Regarding~~impact ~~Forward~~to determine if a write-~~Looking~~off ~~Statements~~is ~~and~~necessary. ~~Projections”~~The ~~immediately~~reduction ~~after~~to the ~~index~~Company’s NOL deferred tax asset due to ~~this~~the ~~report~~annual ~~above~~Section 382 limitation and the NOL carryforward period would result in an offsetting reduction in valuation allowance recorded against the NOL deferred tax asset.

~~Overview~~Effective January 1, 2022, for U.S. tax purposes research and development costs, including software development costs, are required to be capitalized and will be deductible over five years for costs incurred domestically and over fifteen years for costs incurred in a foreign country. Additionally, the first year of amortization requires that amortization begin with the midpoint of the taxable year.

~~Alimera~~As ~~Sciences,~~of December ~~Inc.~~31, 2023 and ~~its~~2022, ~~subsidiaries~~the ~~(“we,”~~Company’s ~~“our,”~~U.K. ~~“us,”~~subsidiary ~~“Alimera”~~is orin ~~the~~a ~~“Company”),~~net isdeferred atax ~~global~~asset ~~pharmaceutical~~position ~~company~~primarily ~~that~~due ~~specializes~~to the step up in ~~the~~tax ~~commercialization~~basis ~~and~~for ~~development~~intangible ofassets ~~prescription~~created ~~ophthalmic~~by ~~retinal~~the ~~pharmaceuticals.~~transfer Weof ~~are~~intellectual ~~committed~~property from the Netherlands to ~~improving~~the U.K. Based upon the ~~retinal~~expected ~~health~~pattern of ~~patients~~reversal ~~through~~of ~~long~~deferred ~~term~~taxes, ~~treatment~~it is not more likely than not that these deferred tax assets will be realized. As such, a full valuation allowance is placed against the net deferred tax assets of ~~chronic~~the ~~retinal~~U.K. ~~diseases~~subsidiary. WeThe ~~believe~~Company’s ~~these~~Irish ~~diseases~~subsidiary ~~are~~has ~~not~~a ~~well~~deferred ~~treated~~tax ~~with~~asset ~~current~~for ~~therapies~~net ~~and~~operating ~~affect~~loss ~~millions~~carryforwards. The Company utilized $1.1 million of ~~people~~this ~~globally~~carryforward as of December 31, 2023. ~~Our~~The ~~vision~~Company isexpects the remaining net operating loss carryforward to be ~~the~~fully ~~place~~realizable in ~~retina~~the ~~and~~future ~~our~~based ~~mission~~upon the Company’s control of the transfer pricing arrangements. A valuation allowance is tonot berecorded ~~invaluable~~on tothe ~~patients,~~deferred ~~physicians~~tax ~~and~~assets ~~partners~~of ~~concerned~~the ~~with~~Ireland ~~retinal~~subsidiary. ~~health~~Deferred ~~and~~tax ~~maintaining~~considerations ~~better~~for ~~vision~~all ~~longer~~other foreign entities are immaterial to the financial statements.

The ~~term~~Company ~~“ILUVIEN®”~~anticipates that its foreign subsidiaries will be profitable and ~~“YUTIQ®”~~have ~~are~~earnings ~~our~~in ~~registered~~the ~~trademarks~~future. ~~All~~Once ~~other~~the ~~trademarks~~foreign subsidiaries have earnings, ~~trade~~the ~~names~~Company intends to indefinitely reinvest in its foreign subsidiaries all undistributed earnings and ~~service~~original ~~marks~~investments ~~appearing~~in such subsidiaries. As a result, the Company does not expect to record deferred tax liabilities in ~~these~~the ~~Interim~~future ~~Financial~~related ~~Statements~~to ~~are~~excesses of book over tax basis in the ~~property~~stock of ~~their~~its ~~respective~~foreign ~~owners~~subsidiaries in accordance with ASC 740-30-25.

~~ILUVIEN and YUTIQ~~ 26

At Table ~~Alimera, we internally developed and commercialized ILUVIEN (fluocinolone acetonide intravitreal implant) 0.19 mg, in the U.S. and internationally for the treatment~~ of diabetic macular edema (“DME”), and certain international markets for chronic non-infectious uveitis affecting the posterior segment of the eye (“NIU-PS”), both are leading causes of severe vision loss and blindness. DME is a disease of the retina that affects individuals with Type 1 or Type 2 diabetes. ILUVIEN is sold to treat DME only in the U.S. In certain European and Middle Eastern countries, ILUVIEN is approved and commercialized to treat DME and to prevent relapse in recurrent NIU-PS, an inflammatory disease of the uveal tract, which is comprised of the iris, ciliary body and choroid. We also have rights to commercialize ILUVIEN for NIU-PS in Africa. In May 2023, we acquired exclusive commercialization rights to YUTIQ (fluocinolone acetonide intravitreal implant) 0.18 mg, from EyePoint Pharmaceuticals, Inc. (“EyePoint Parent”) for the treatment of chronic NIU-PS. YUTIQ is sold to treat chronic NIU-PS only in the U.S.Contents

ILUVIEN and YUTIQ are both intravitreal implants that are inserted into the back of the patient’s eye in non-surgical procedures employing devices with 25-gauge needles, which allow for self-sealing wounds14. ~~“Intravitreal”~~SEGMENT ~~refers~~INFORMATION to the space inside the eye behind the lens that contains the jelly-like substance called vitreous. The implants, which are non-bioerodible, provide consistent delivery as a result of their constant surface area, permitting elution of FAc to the vitreous. We call this CONTINUOUS MICRODOSING™. This delivery mechanism provides lower daily and aggregate exposure to corticosteroids than any other intraocular dosage forms currently available, which we believe mitigates the typical risks associated with corticosteroid therapy. CONTINUOUS MICRODOSING delivery makes ILUVIEN and YUTIQ the only approved drug therapies for DME and NIU-PS that can deliver consistent daily therapeutic levels of corticosteroid and reduce the recurrence of DME and uveitis for up to three years. Other therapies that physicians currently use to treat DME, such as anti-VEGF treatments and other corticosteroids, are acute (short-acting) therapies that provide a higher initial daily dose but then rapidly decline, requiring frequent reinjection by the physician to maintain an effective dose or reestablish the therapeutic effect after the disease has recurred.

~~FAc~~The isCompany’s aoperations ~~non-proprietary~~are ~~corticosteroid~~managed ~~and~~as ~~the~~three ~~active~~operating ~~compound~~segments: inU.S., ~~ILUVIEN~~International and ~~YUTIQ~~Operating Cost. WeThe atCompany ~~Alimera~~determined ~~believe~~ that ~~corticosteroids~~each ~~provide~~of ~~the~~these ~~best~~operating ~~option~~segments inrepresented ~~the~~a ~~treatment~~reportable ofsegment. ~~DME~~In ~~and~~monitoring ~~NIU-PS~~performance, ~~because~~aligning ~~they~~strategies ~~reduce~~and allocating resources, the ~~inflammatory~~Company’s ~~aspects~~CODM ofmanages ~~both~~and ~~diseases~~evaluates our U.S., ~~ILUVIEN~~International and ~~YUTIQ~~Operating ~~deliver~~Cost ~~continuous~~segments ~~daily~~based ~~sub-microgram~~on ~~levels~~segment ofincome ~~FAc~~or inloss infrom ~~vivo~~operations ~~release~~adjusted ~~kinetic~~for ~~studies~~certain ~~for~~non-cash upitems, tosuch 36as ~~months.~~stock-based ~~ILUVIEN~~compensation expense and ~~YUTIQ~~depreciation ~~are~~and amortization. Therefore, the ~~only~~Company ~~single~~classifies ~~injection~~within ~~therapies~~Other ~~available~~(a) tothe ~~treat~~non-cash ~~retinal~~expenses ~~diseases~~included ~~consistently~~in ~~every~~research, ~~day~~development ~~for~~and upmedical toaffairs ~~three~~expenses; ~~years,~~general ~~which~~and ~~may~~administrative ~~allow~~expenses; ~~patients~~and tosales ~~see~~and ~~better,~~marketing ~~longer,~~expenses; ~~with~~and ~~fewer~~(b) ~~injections.~~depreciation and amortization.

~~Chronic~~The ~~inflammation~~Company’s ~~results~~U.S. inand aInternational ~~loss~~segments ofrepresent ~~integrity~~the ofsales ~~retinal~~and ~~blood vessels~~marketing, ~~which~~general ~~begin~~and toadministrative ~~leak fluid into extracellular spaces. The buildup of fluid~~ and ~~other~~research ~~blood constituents leads to macular swelling (i.e. edema)~~ and ~~causes~~development ~~visual~~activities ~~disturbances~~dedicated ~~due~~ to ~~mechanical~~the ~~stress~~respective ~~put upon retinal cells~~geographies. ToThe ~~compensate~~Operating ~~for~~Cost ~~the~~segment ~~damaged~~primarily ~~blood~~represents ~~vessels,~~ the ~~body~~general ~~begins~~and toadministrative ~~upregulate~~and ~~production~~research ofand ~~vascular~~development ~~endothelial~~activities ~~growth~~not ~~factor~~specifically ~~(“VEGF”),~~associated ~~which~~with ~~promotes~~ the ~~generation of new blood vessels~~U.S. ~~However,~~or ~~these~~International ~~new~~segments ~~blood vessels also lack structural integrity~~ and ~~add~~includes toexpenses ~~the~~such ~~problem~~as ~~rather~~executive ~~than~~management; ~~solving~~information ~~it.~~technology ~~This~~administration ~~process,~~and ~~called~~support; ~~neovascularization,~~legal; ~~has~~compliance; ~~been~~clinical ~~well~~studies; ~~characterized~~and inbusiness ~~DME as well as other retinal diseases~~development.

~~The~~Each ~~primary~~of ~~way~~the toCompany’s ~~combat~~U.S., ~~the~~International ~~process~~and ofOperating ~~neovascularization~~Cost segments is toseparately ~~inhibit~~managed ~~the~~and ~~growth~~is ofevaluated ~~new~~primarily ~~blood~~upon ~~vessels~~segment byincome ~~preventing~~or ~~downstream~~loss ~~VEGF~~from ~~signaling~~operations. ~~via~~Other ~~anti-VEGF~~is ~~agents.~~presented ~~However,~~to reconcile to the ~~inflammatory~~Company’s ~~process~~consolidated istotals. ~~early~~The ~~and~~Company ~~central~~does tonot ~~DME~~report ~~pathogenesis,~~balance ~~often~~sheet ~~preceding~~information ~~the~~by ~~vascular~~segment ~~changes~~because ~~that~~the ~~lead~~Company’s toCODM ~~symptoms~~does ~~perceived~~not byreview ~~the~~that ~~patient~~information. ~~Chronic~~The ~~hyperglycemia~~Company ~~present~~allocates incertain ~~the~~operating ~~diabetic~~expenses ~~state~~among ~~leads~~its toreporting ~~upregulation~~segments ofbased ~~many~~on ~~inflammatory~~activity-based ~~cytokines,~~costing ~~including,~~methods. ~~but~~These ~~not~~activity-based ~~limited~~costing methods require the Company to, ~~VEGF.~~make ~~Early~~estimates ~~and~~that ~~complete~~affect ~~control~~the amount of ~~this~~each ~~inflammatory~~expense ~~cascade~~category that is ~~essential~~attributed to ~~maintain~~each ~~vascular~~segment. ~~integrity~~Changes ~~and~~in ~~thus~~these ~~prevent~~estimates ~~macular~~will ~~edema.~~directly ~~This~~affect isthe ~~evident~~amount inof ~~the~~expense ~~results~~allocated ~~from~~to aeach ~~Diabetic~~segment ~~Retinopathy~~and ~~Clinical~~therefore ~~Research~~the operating profit of each reporting segment.

27During the three months ended June 30, 2024 and 2023, two customers within the U.S. segment that are large pharmaceutical distributors accounted for 65% and 68% of the Company’s consolidated product revenues, respectively. During the six months ended June 30, 2024 and 2023, two customers within the U.S. segment that are large pharmaceutical distributors accounted for 64% and 63% of the Company’s consolidated product revenues, respectively. These same two customers within the U.S. segment accounted for approximately 70% of the Company’s consolidated accounts receivable at June 30, 2024 and at December 31, 2023. Internationally, our distributors produced approximately 64% and 41% of our international product revenues during the three months ended June 30, 2024 and 2023, respectively. Internationally, our distributors produced approximately 58% and 44% of our international product revenues during the six months ended June 30, 2024 and 2023, respectively.

~~Table~~The following table presents a summary of ~~Contents~~the Company’s reporting segments for the three months ended June 30, 2024 and 2023:

Network study showed that 32-65% of patients treated with anti-VEGF monotherapy on a monthly basis for six months had persistent macular edema, despite this aggressive treatment regimen.

	*Three Months Ended*
	*June 30, 2024*
	*U.S.*			*International*			*Operating Cost*			*Other*			*Consolidated*
	(In thousands)
Net revenue	$	17,558		$	9,442		$	—		$	—		$	27,000
Cost of goods sold, excluding depreciation and amortization		(1,925	)		(1,906	)								(3,831	)
Gross profit		15,633			7,536			—			—			23,169
Operating expenses:
Research, development and medical affairs expenses		1,347			737			2,137			42			4,263
General and administrative expenses		341			625			5,263			1,150			7,379
Sales and marketing expenses		5,942			1,828			474			267			8,511
Depreciation and amortization		—			—			—			3,093			3,093
Total operating expenses		7,630			3,190			7,874			4,552			23,246
Segment income (loss) from operations		8,003			4,346			(7,874	)		(4,552	)		(77	)
Other income and expenses, net		—			—			—			(3,277	)		(3,277	)
Net loss before taxes													$	(3,354	)

Comprehensive control over the various inflammatory factors promoting macular edema is rarely achieved by focusing on only one vasogenic cytokine. This has been demonstrated throughout multiple studies, first establishing an understanding of the broad spectrum of inflammatory control steroids exert, and another demonstrating significant reductions in vitreous levels of multiple inflammatory cytokines after six months of ILUVIEN therapy. Further, a growing body of literature has identified particular biomarkers that predict better outcomes to early corticosteroid therapy, including intraretinal cysts, subretinal fluid, disorganization of inner retinal layers, and hyper-reflective foci on optical coherence tomography images. As the benefits of steroids become more widely understood and appreciated, more efforts are being put into identifying patients most likely to experience optimal therapeutic outcomes with this drug class.

	*Three Months Ended*
	*June 30, 2023*
	*U.S.*			*International*			*Operating Cost*			*Other*			*Consolidated*
	(In thousands)
Net revenue	$	11,876		$	5,662		$	—		$	—		$	17,538
Cost of goods sold, excluding depreciation and amortization		(1,290	)		(1,135	)		—			—			(2,425	)
Gross profit		10,586			4,527			—			—			15,113
Operating expenses:
Research, development and medical affairs expenses		1,748			842			1,033			25			3,648
General and administrative expenses		1,101			510			2,619			143			4,373
Sales and marketing expenses		4,781			1,379			225			49			6,434
Depreciation and amortization		—			—			—			1,866			1,866
Total operating expenses		7,630			2,731			3,877			2,083			16,321
Segment income (loss) from operations		2,956			1,796			(3,877	)		(2,083	)		(1,208	)
Other income and expenses, net		—			—			—			(8,796	)		(8,796	)
Net loss before taxes													$	(10,004	)

Chronic NIU-PS is by definition an inflammatory disease and is almost always managed with some form of local or systemic steroid. In controlled studies, treatment with a local, low-dose, long-acting steroid (YUTIQ) extended time between recurrence of symptoms, led to visual increases, and fewer adjuvant therapies compared to sham-treated eyes. Though the etiologies differ between DME and NIU-PS, the resulting edema originating from excessive inflammatory factors is similar and responds well to corticosteroid therapy. 27

~~Corticosteroids,~~ Table ~~including FAc, have demonstrated a range~~ of pharmacological actions, including inhibition of inflammation and neurodegeneration, as well as promoting cellular processes that protect the integrity of the blood-retinal barrier. These pharmacological actions have the potential to treat various ocular conditions, including DME and NIU-PS. FAc is highly lipophilic and therefore effectively penetrates retinal tissue and allows FAc to achieve a therapeutic effect at a low dose. Despite providing clinically significant anatomic and visual benefits, steroids are often relegated to second line therapy (particularly in DME) due to drug-class specific side effects of potential increases in intraocular pressure (“IOP”) and accelerated cataract development. To mitigate these side effects, ILUVIEN and YUTIQ are designed to deliver significantly lower daily exposure than any other available corticosteroid dosage form while maintaining a therapeutic effect. Further, adherence to the US label requiring a steroid challenge prior to utilizing ILUVIEN has been shown to reduce the risk of uncontrolled IOP responses. Additionally, as demonstrated with real-world evidence, the side effects of ILUVIEN and YUTIQ are consistent with and predictable following the use of shorter duration or acute corticosteroid therapies, increasing the physician’s ability to manage those side effects.Contents

~~Disease~~The ~~Overview~~following ~~and~~table ~~Market~~presents ~~Opportunity~~a summary of the Company’s reporting segments for the six months ended June 30, 2024 and 2023:

Diabetes and Diabetic Retinopathy

	*Six Months Ended*
	*June 30, 2024*
	*U.S.*			*International*			*Operating Cost*		*Other*		*Consolidated*
	(In thousands)

Net revenue	$	32,110		$	17,901		$	—	$	—	$	50,011
Cost of goods sold, excluding depreciation and amortization		(3,349	)		(3,835	)		—		—		(7,184	)
Gross profit		28,761			14,066			—		—

Filing Compare · ALIMERA SCIENCES INC