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

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 4, 2024

ALIMERA SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (678) 990-5740

Not Applicable

(Former name or former address if

changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 6, 2024, Alimera Sciences, Inc. (the “Company”) amended the employment agreements (collectively, the “Amendments”) of each of Richard S. Eiswirth, Jr., Elliot Maltz, Jason Werner and Todd Wood to provide each such executive a make-whole tax reimbursement payment in respect of any excise taxes incurred by such executive under Section 4999 of the Internal Revenue Code that are triggered as a result of the consummation of the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 21, 2024, as may be amended from time to time, among the Company, ANI Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and ANIP Merger Sub INC., a Delaware corporation and wholly owned indirect subsidiary of Parent (“Merger Sub”).

The foregoing is a summary of the material terms of the Amendments and is qualified in its entirety by reference to the full text of the Amendments, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held a special meeting of stockholders virtually on September 4, 2024 at 9:00 a.m., Eastern Time (the “Special Meeting”). At the Special Meeting, holders of the Company’s common stock, par value $0.01 per share (“Common Stock”), voted on three proposals related to the Merger Agreement, each of which is described in further detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 8, 2024 and first mailed to the Company’s stockholders on August 12, 2024. The Merger Agreement provides for the merger of Merger Sub with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Parent (the “Merger”).

As of the close of business on July 29, 2024, the record date for the Special Meeting, there were 52,387,763 shares of Common Stock outstanding and entitled to vote at the Special Meeting. Each share of Common Stock was entitled to one vote with respect to each proposal at the Special Meeting. A total of 45,484,476 shares of Common Stock were voted virtually or by proxy, representing 86.8% of the votes entitled to be cast at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. At the Special Meeting, the Company’s common stockholders were asked to consider and vote on the following matters:

At the Special Meeting, the Company’s common stockholders approved the Merger Proposal, the Adjournment Proposal and the Compensation Proposal; however, because the Merger Proposal was approved, the Adjournment Proposal was not necessary.

The final voting results for each proposal are set forth below.

Proposal 1 – Merger Proposal

Proposal 2 – Adjournment Proposal

Proposal 3 – Compensation Proposal

No other business properly came before the Special Meeting.

Forward-Looking Statements

This communication, and the documents to which the Company refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, including the timing of the transaction and other information relating to the transaction. Forward-looking statements include information concerning possible or assumed future results of operations of the Company, the expected completion and timing of the transaction and other information relating to the transaction. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and similar expressions are intended to identify forward-looking statements. You should read statements that contain these words carefully. They discuss the Company’s future expectations or state other forward-looking information and may involve known and unknown risks over which the Company has no control. Those risks include, (i) the risk that the transaction may not be completed at all, which may adversely affect the Company’s business and the price of the common stock of the Company, (ii) the outcome of the legal proceedings related to the merger agreement or the transaction, and (iii) risks related to diverting management’s attention from the Company’s ongoing business operations. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are described in the Company’s SEC reports, including but not limited to the risks described in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2023, as amended, and the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024. Except as required by applicable law or regulation, the Company does not undertake to update these forward-looking statements to reflect future events or circumstances.

Item 9.01. Financial Statements and Exhibits. 

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

Execution Version

First Amendment to the Amended and Restated Employment Agreement

This First Amendment to the Amended and Restated Employment Agreement (the “Amendment”) is entered into and effective as of September 6, 2024 (the “Effective Date”) by and between Alimera Sciences, Inc., a Delaware corporation having a principal place of business at 6310 Town Square, Suite 400, Alpharetta, Georgia (“Alimera” or the “Company”) and Richard S. Eiswirth, Jr., (“Executive”). Capitalized terms used but not defined herein shall have the meaning provided in the Employment Agreement (defined below).

WHEREAS, Alimera and Executive (together, the “Parties”) are parties to an Amended and Restated Employment Agreement with an effective date of December 11, 2023 (the “Employment Agreement”);

WHEREAS, Alimera and Executive have agreed to changes to certain terms of the Employment Agreement; and

NOW, THEREFORE, for good and valuable consideration contained herein, the exchange, receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1.              The following sentence shall be added to the end of Section 7(c)(1):

If under the terms of this Agreement the Executive is entitled to a tax gross-up payment, for compliance with Section 409A, the gross-up payment will be made in accordance with Section 7(c)(3) of this Agreement, but in no event later than December 31 of the year following the year in which the Executive remits the related taxes.

2.              Section 7(c)(2) shall be deleted in its entirety and replaced with the following:

If any payment or benefit that Executive would receive in connection with an acquisition of ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code and the regulations thereunder) other than in connection with the Merger (as defined below) (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, any reduction shall be applied first, on a pro rata basis, to amounts that constitute deferred compensation within the meaning of Section 409A of the Code, and, in the event that the reductions pursuant to this Section 7(c)(2) exceed payments that are subject to Section 409A of the Code, the remaining reductions shall be applied, on a pro rata basis, to any other remaining payments,  first with respect to amounts payable in cash before being made in respect to any payments to be provided in the form of benefits or Equity award acceleration, and in the form of benefits before being made with respect to Equity award acceleration. The Company’s determinations hereunder shall be final, binding and conclusive on all interested parties.

3.              The following Section 7(c)(3) shall be added (and the remaining subsections renumbered as needed):

(3) Section 280G.

4.              Executive acknowledges that the non-competition obligation set forth in Section 6(e) of the Employment Agreement is a material inducement to Parent and Merger Subsidiary entering into the Merger Agreement and consummating the Merger and the sale of the Company and its subsidiaries to the Parent. Accordingly, Executive hereby reaffirms and agrees that Executive, until the end of the Restricted Period, shall not engage in the activities described in Section 6(e) of the Employment Agreement.

5.              Except as herein modified or amended, no other term or provision of the Employment Agreement is amended or modified in any respect. The Employment Agreement, as modified by this Amendment, sets forth the entire understanding between the parties with regard to the subject matter hereof and supersedes any prior oral discussions or written communications and agreements. This Amendment cannot be modified or amended except in writing signed by Executive and a duly authorized member of the Board.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Parties hereto, by and through their duly authorized representatives, have executed this Amendment effective as of the Effective Date.

Signature Page to Amendment to Employment Agreement

Exhibit 10.2

Execution Version

First Amendment to Employment Agreement

This First Amendment to Employment Agreement (the “Amendment”) is entered into and effective as of September 6, 2024 (the “Effective Date”) by and between Alimera Sciences, Inc., a Delaware corporation having a principal place of business at 6310 Town Square, Suite 400, Alpharetta, Georgia (“Alimera” or the “Company”) and Elliot Maltz, (“Executive”). Capitalized terms used but not defined herein shall have the meaning provided in the Employment Agreement (defined below).

WHEREAS, Alimera and Executive (together, the “Parties”) are parties to an Employment Agreement with an effective date of January 2, 2024 (the “Employment Agreement”);

WHEREAS, Alimera and Executive have agreed to changes to certain terms of the Employment Agreement; and

NOW, THEREFORE, for good and valuable consideration contained herein, the exchange, receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1.              The following sentence shall be added to the end of Section 7(c)(1):

If under the terms of this Agreement the Executive is entitled to a tax gross-up payment, for compliance with Section 409A, the gross-up payment will be made in accordance with Section 7(c)(3) of this Agreement, but in no event later than December 31 of the year following the year in which the Executive remits the related taxes.

2.              Section 7(c)(2) shall be deleted in its entirety and replaced with the following:

If any payment or benefit that Executive would receive in connection with an acquisition of ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code and the regulations thereunder) other than in connection with the Merger (as defined below) (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, any reduction shall be applied first, on a pro rata basis, to amounts that constitute deferred compensation within the meaning of Section 409A of the Code, and, in the event that the reductions pursuant to this Section 7(c)(2) exceed payments that are subject to Section 409A of the Code, the remaining reductions shall be applied, on a pro rata basis, to any other remaining payments,  first with respect to amounts payable in cash before being made in respect to any payments to be provided in the form of benefits or Equity award acceleration, and in the form of benefits before being made with respect to Equity award acceleration. The Company’s determinations hereunder shall be final, binding and conclusive on all interested parties.

3.              The following Section 7(c)(3) shall be added (and the remaining subsections renumbered as needed):

(3) Section 280G.

4.              Executive acknowledges that the non-competition obligation set forth in Section 6(e) of the Employment Agreement is a material inducement to Parent and Merger Subsidiary entering into the Merger Agreement and consummating the Merger and the sale of the Company and its subsidiaries to the Parent. Accordingly, Executive hereby reaffirms and agrees that Executive, until the end of the Restricted Period, shall not engage in the activities described in Section 6(e) of the Employment Agreement.

5.              Except as herein modified or amended, no other term or provision of the Employment Agreement is amended or modified in any respect. The Employment Agreement, as modified by this Amendment, sets forth the entire understanding between the parties with regard to the subject matter hereof and supersedes any prior oral discussions or written communications and agreements. This Amendment cannot be modified or amended except in writing signed by Executive and a duly authorized member of the Board.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Parties hereto, by and through their duly authorized representatives, have executed this Amendment effective as of the Effective Date.

Signature Page to Amendment to Employment Agreement

Exhibit 10.3

Execution Version

First Amendment to Employment Agreement

This First Amendment to Employment Agreement (the “Amendment”) is entered into and effective as of September 6, 2024 (the “Effective Date”) by and between Alimera Sciences, Inc., a Delaware corporation having a principal place of business at 6310 Town Square, Suite 400, Alpharetta, Georgia (“Alimera” or the “Company”) and Jason Werner, (“Executive”). Capitalized terms used but not defined herein shall have the meaning provided in the Employment Agreement (defined below).

WHEREAS, Alimera and Executive (together, the “Parties”) are parties to an Employment Agreement with an effective date of October 2, 2023 (the “Employment Agreement”);

WHEREAS, Alimera and Executive have agreed to changes to certain terms of the Employment Agreement; and

NOW, THEREFORE, for good and valuable consideration contained herein, the exchange, receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1.              The following sentence shall be added to the end of Section 7(c)(1):

If under the terms of this Agreement the Executive is entitled to a tax gross-up payment, for compliance with Section 409A, the gross-up payment will be made in accordance with Section 7(c)(3) of this Agreement, but in no event later than December 31 of the year following the year in which the Executive remits the related taxes.

2.              Section 7(c)(2) shall be deleted in its entirety and replaced with the following:

If any payment or benefit that Executive would receive in connection with an acquisition of ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code and the regulations thereunder) other than in connection with the Merger (as defined below) (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, any reduction shall be applied first, on a pro rata basis, to amounts that constitute deferred compensation within the meaning of Section 409A of the Code, and, in the event that the reductions pursuant to this Section 7(c)(2) exceed payments that are subject to Section 409A of the Code, the remaining reductions shall be applied, on a pro rata basis, to any other remaining payments,  first with respect to amounts payable in cash before being made in respect to any payments to be provided in the form of benefits or Equity award acceleration, and in the form of benefits before being made with respect to Equity award acceleration. The Company’s determinations hereunder shall be final, binding and conclusive on all interested parties.

3.              The following Section 7(c)(3) shall be added (and the remaining subsections renumbered as needed):

(3) Section 280G.

4.               Executive acknowledges that the non-competition obligation set forth in Section 6(e) of the Employment Agreement is a material inducement to Parent and Merger Subsidiary entering into the Merger Agreement and consummating the Merger and the sale of the Company and its subsidiaries to the Parent. Accordingly, Executive hereby reaffirms and agrees that Executive, until the end of the Restricted Period, shall not engage in the activities described in Section 6(e) of the Employment Agreement.

5.               Except as herein modified or amended, no other term or provision of the Employment Agreement is amended or modified in any respect. The Employment Agreement, as modified by this Amendment, sets forth the entire understanding between the parties with regard to the subject matter hereof and supersedes any prior oral discussions or written communications and agreements. This Amendment cannot be modified or amended except in writing signed by Executive and a duly authorized member of the Board.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Parties hereto, by and through their duly authorized representatives, have executed this Amendment effective as of the Effective Date.

Signature Page to Amendment to Employment Agreement

Exhibit 10.4

Execution Version

First Amendment to Employment Agreement

This First Amendment to Employment Agreement (the “Amendment”) is entered into and effective as of September 6, 2024 (the “Effective Date”) by and between Alimera Sciences, Inc., a Delaware corporation having a principal place of business at 6310 Town Square, Suite 400, Alpharetta, Georgia (“Alimera” or the “Company”) and Todd Wood, (“Executive”). Capitalized terms used but not defined herein shall have the meaning provided in the Employment Agreement (defined below).

WHEREAS, Alimera and Executive (together, the “Parties”) are parties to an Employment Agreement with an effective date of December 11, 2023 (the “Employment Agreement”);

WHEREAS, Alimera and Executive have agreed to changes to certain terms of the Employment Agreement; and

NOW, THEREFORE, for good and valuable consideration contained herein, the exchange, receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1.              The following sentence shall be added to the end of Section 7(c)(1):

If under the terms of this Agreement the Executive is entitled to a tax gross-up payment, for compliance with Section 409A, the gross-up payment will be made in accordance with Section 7(c)(3) of this Agreement, but in no event later than December 31 of the year following the year in which the Executive remits the related taxes.

2.              Section 7(c)(2) shall be deleted in its entirety and replaced with the following:

If any payment or benefit that Executive would receive in connection with an acquisition of ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code and the regulations thereunder) other than in connection with the Merger (as defined below) (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, any reduction shall be applied first, on a pro rata basis, to amounts that constitute deferred compensation within the meaning of Section 409A of the Code, and, in the event that the reductions pursuant to this Section 7(c)(2) exceed payments that are subject to Section 409A of the Code, the remaining reductions shall be applied, on a pro rata basis, to any other remaining payments,  first with respect to amounts payable in cash before being made in respect to any payments to be provided in the form of benefits or Equity award acceleration, and in the form of benefits before being made with respect to Equity award acceleration. The Company’s determinations hereunder shall be final, binding and conclusive on all interested parties.

3.              The following Section 7(c)(3) shall be added (and the remaining subsections renumbered as needed):

(3) Section 280G.

4.              Except as herein modified or amended, no other term or provision of the Employment Agreement is amended or modified in any respect. The Employment Agreement, as modified by this Amendment, sets forth the entire understanding between the parties with regard to the subject matter hereof and supersedes any prior oral discussions or written communications and agreements. This Amendment cannot be modified or amended except in writing signed by Executive and a duly authorized member of the Board.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Parties hereto, by and through their duly authorized representatives, have executed this Amendment effective as of the Effective Date.

Signature Page to Amendment to Employment Agreement