ALIMERA SCIENCES, INC. (NASDAQ:ALIM) Files An 8-K Termination of a Material Definitive AgreementItem 1.02 Termination of a Material Definitive Agreement.
On October 20, 2017, Alimera Sciences, Inc. (the “Company”) entered into a Common Stock Sales Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“HCW”). The Company filed a copy of the Sales Agreement as Exhibit 10.1 to its Current Report on Form 8-K dated October 20, 2017. The Sales Agreement provided that, upon the terms and subject to the conditions set forth therein, the Company could issue and sell through HCW, acting as sales agent, shares of the Company’s common stock (“Shares”) having an aggregate offering price of up to $25,000,000. The Company had no obligation to sell, and in fact did not sell, any Shares under the Sales Agreement.
Under the Sales Agreement, HCW could sell Shares, at the request of the Company, by any method permitted by law deemed to be an “at the market offering” under Rule 415 of the Securities Act of 1933, as amended. The Sales Agreement provided that HCW would be entitled to compensation for its services in an amount up to 3.0% of gross proceeds from the sale of Shares, and also provided HCW with customary indemnification rights, as more fully described in the Sales Agreement.
On June 1, 2018, the Company notified HCW that it was terminating the Sales Agreement in accordance with the termination provisions of the Sales Agreement, effective on June 1, 2018. In deciding to terminate the Sales Agreement, the Company took into account that it does not have any current plans to raise capital and therefore does not need an “at the market offering” program in place.
There is no material relationship between the Company or its affiliates and any of the parties the Sales Agreement other than in respect of the Sales Agreement. The Company incurred no early termination penalties in connection with the termination of the Sales Agreement.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
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ExhibitNo. |
Description |
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Press Release dated June 4, 2018. |
ALIMERA SCIENCES INC ExhibitEX-99.1 2 pr.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASEFor press inquiries:For investor inquiries:Katie BrazelCG Capitalfor Alimera Sciencesfor Alimera Sciences404-317-8361877-889-1972kbrazel@[email protected] SCIENCES TERMINATES AT-THE-MARKET OFFERING AGREEMENTATLANTA,…To view the full exhibit click here
About ALIMERA SCIENCES, INC. (NASDAQ:ALIM)
Alimera Sciences, Inc. (Alimera) is a pharmaceutical company. The Company is engaged in the research, development and commercialization of prescription ophthalmic pharmaceuticals. The Company operates through two segments: U.S. and International. The Company focuses on diseases affecting the back of the eye or retina. The Company’s product is ILUVIEN, which is developed to treat diabetic macular edema (DME). DME is a disease of the retina that affects individuals with diabetes and can lead to severe vision loss and blindness. In the United States, ILUVIEN is indicated for the treatment of DME in patients who have been treated with a course of corticosteroids and did not have a rise in intraocular pressure (IOP). In the European Economic Area (EEA) countries, ILUVIEN is indicated for the treatment of vision impairment associated with DME considered insufficiently responsive to available therapies.
