Sec Form 3 Filing - Velan Capital Investment Management LP @ ALIMERA SCIENCES INC - 2023-05-17

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Velan Capital Investment Management LP 2. Issuer Name and Ticker or Trading Symbol ALIMERA SCIENCES INC [ ALIM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1055B POWERS PLACE, 3. Date of Earliest Transaction (MM/DD/YY) 05/17/2023 (Street) ALPHARETTA, GA30009 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) ( 2 ) 1,659,654 I By Velan Capital Master Fund LP ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Convertible Preferred Stock ( 1 ) ( 2 ) $ 2.1 ( 4 ) ( 6 )( 7 ) ( 4 )( 6 )( 7 ) Common Stock ( 4 ) ( 6 ) ( 7 ) I By Velan Capital Master Fund LP ( 3 ) Series B Convertible Preferred Stock ( 1 ) ( 2 ) $ 1.7 ( 5 ) ( 6 )( 7 ) ( 5 )( 6 )( 7 ) Common Stock ( 5 ) ( 6 ) ( 7 ) I By Velan Capital Master Fund LP ( 3 ) Warrants ( 1 ) ( 2 ) $ 2.1 ( 8 ) ( 9 ) ( 8 )( 9 ) 03/24/2030( 8 )( 9 ) Common Stock 800,000 ( 8 ) ( 9 ) I By Velan Capital Master Fund LP ( 3 ) Series B Convertible Preferred Stock ( 1 ) ( 2 ) $ 1.7 ( 5 ) ( 6 )( 7 ) ( 5 )( 6 )( 7 ) Common Stock ( 5 ) ( 6 ) ( 7 ) I By Velan Capital SPV I LLC ( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Velan Capital Investment Management LP 1055B POWERS PLACE ALPHARETTA, GA30009 X Velan Capital Master Fund LP 89 NEXUS WAY CAMANA BAY GRAND CAYMAN, E9KY1-9009 X Velan Capital SPV I LLC 1055B POWERS PLACE ALPHARETTA, GA30009 X Velan Capital Holdings LLC 1055B POWERS PLACE ALPHARETTA, GA30009 X Velan Capital Management LLC 1055B POWERS PLACE ALPHARETTA, GA30009 X VENKATARAMAN BALAJI 1055B POWERS PLACE ALPHARETTA, GA30009 X Signatures Velan Capital Investment Management LP, By: Velan Capital Management LLC, its general partner, By: /s/ Adam Morgan, managing member 05/19/2023 Signature of Reporting Person Date Velan Capital Master Fund LP, By: Velan Capital Holdings LLC, its general partner, By: /s/ Adam Morgan, managing member 05/19/2023 Signature of Reporting Person Date Velan Capital SPV I LLC, By: Velan Capital Holdings LLC, its managing member, By: /s/ Adam Morgan, managing member 05/19/2023 Signature of Reporting Person Date Velan Capital Holdings LLC, By: /s/ Adam Morgan, managing member 05/19/2023 Signature of Reporting Person Date Velan Capital Management LLC, By: /s/ Adam Morgan, managing member 05/19/2023 Signature of Reporting Person Date /s/ Balaji Venkataraman 05/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Velan Capital SPV I LLC ("Velan SPV"), Velan Capital Holdings LLC ("Velan GP"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP") and Balaji Venkataraman (collectively, the "Reporting Persons"). ( 2 )Each Reporting Person may be deemed to be a member of a Section 13(d) group, that also includes Adam Morgan, that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. ( 3 )Securities owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. Mr. Venkataraman, as a managing member of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan Master. ( 4 )Velan Master purchased 6,000 shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") in the Tranche 1 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "SPA") and the Certificate of Designation of Series B Convertible Preferred Stock of the Issuer (as amended, the "Certificate of Designation"). The initial conversion price of the Series B Preferred Stock issued on March 24, 2023 (the "Tranche 1 Closing") was $2.10, subject to customary adjustment, including certain anti-dilution adjustments (the "Tranche 1 Conversion Price"). Therefore, the amounts reported in this Form 3 are subject to change. The Series B Preferred Stock has no stated maturity. ( 5 )Velan Master purchased 8,117 shares of Series B Preferred Stock and Velan SPV purchased 7,000 shares of Series B Preferred Stock in the Tranche 2 Closing (as defined below) pursuant to the terms of the SPA and the Certificate of Designation. The initial conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70, subject to customary adjustment, including certain anti-dilution adjustments (the "Tranche 2 Conversion Price"). Therefore, the amounts reported in this Form 3 are subject to change. The Series B Preferred Stock has no stated maturity. ( 6 )Pursuant to the terms of the SPA, prior to the conclusion of the Company Stockholders Meeting (as defined in the SPA), the Series B Preferred Stock is not convertible into shares of the Issuer's Common Stock or any other security of the Issuer. If stockholder approval of the transaction is obtained, the Issuer will designate a business day no later than ten business days following the date of such vote as the date for the conversion (the "Mandatory Conversion") of all, but not less than all, of the outstanding shares of Series B Preferred Stock into shares of Common Stock at the Tranche 1 Conversion Price or Tranche 2 Conversion Price, as applicable, upon which such Mandatory Conversion will occur automatically. (Continued in Footnote 7) ( 7 )If stockholder approval is not obtained at the Company Stockholders Meeting, following conclusion of such meeting, each share of Series B Preferred Stock shall be convertible, at the option of the holder, into shares of Common Stock at the Tranche 1 Conversion Price or Trance 2 Conversion Price, as applicable; provided such conversion cannot exceed the Change of Control Cap, the Exchange Cap, each as defined in the Certificate of Designation, or 9.99% of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion (such limitation, the "Ownership Limitation"). ( 8 )Velan Master purchased warrants to purchase 2,587,143 shares of Common Stock (the "Warrants") in the Tranche 1 Closing pursuant to the terms of the SPA and the Warrant to Purchase Shares of Common Stock, dated March 24, 2023. The Warrants have an exercise price equal to the Tranche 1 Conversion Price of $2.10 (subject to adjustment as provided therein) and expire upon the earlier of March 24, 2030 (seven years from the date of the Tranche 1 Closing) and a change of control of the Issuer. The Warrants are exercisable on or after the earlier of (a) immediately prior to a change of control of the Issuer and (b) March 24, 2024; provided that prior to stockholder approval at the Company Stockholders Meeting, exercise of the Warrants is subject to the Ownership Limitation, the Change of Control Cap and the Exchange Cap. ( 9 )On May 17, 2023, the Issuer entered into a Joinder and Amendment to the SPA (the "SPA Amendment") with Velan Master and Velan SPV and the other purchasers identified on the signature pages thereto. The SPA Amendment provided for, among other things, the reduction in the number of shares underlying the Warrants issued at the Tranche 1 Closing to Velan Master from 2,857,143 shares to 800,000 shares (instead 500,000 shares, as originally contemplated by the SPA). The other terms of the Warrants remained unchanged. ( 10 )Securities owned directly by Velan SPV. As the managing member of Velan SPV, Velan GP may be deemed to beneficially own the securities owned directly by Velan SPV. As the investment manager of Velan SPV, Velan Capital may be deemed to beneficially own the securities owned directly by Velan SPV. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan SPV. Mr. Venkataraman, as a managing member of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan SPV.

Remarks: Adam Morgan, as a managing member of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan Master and Velan SPV. Mr. Morgan has filed separate Section 16 reports disclosing the securities reported herein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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