On July 17, 2012, Alimera Sciences, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with a group of institutional investors, including both existing and new investors (collectively, the "Investors") for the sale (the "Transaction") of 1,000,000 shares of the Company's Series A Convertible Preferred Stock (the "Series A Preferred") and warrants (the "Warrants") to purchase 300,000 shares of the Company's Series A Preferred. For each share of Series A Preferred being purchased, the Investors will receive a Warrant to purchase .30 shares of Series A Preferred.

The closing of the Transaction is subject to customary closing conditions, including the approval of the holders of a majority of the outstanding shares of Common Stock of the Company (the "Common Stock") of the Transaction, as required under the applicable regulations of The NASDAQ Global Market, at a special meeting of the stockholders of the Company. Stockholders holding approximately 56% of the Company's Common Stock, as of July 17, 2012, have entered into separate agreements with the Company whereby they have agreed to vote all shares of Common Stock held by them as of the special meeting of the stockholders of the Company in favor of the Transaction.

For each unit consisting of a share of Series A Preferred and a Warrant, the Investors have agreed to pay a negotiated price of $40.00 (the "Original Purchase Price"), resulting in gross proceeds to the Company of approximately $40 million, before deducting expenses payable by the Company.

The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series A Preferred will be set forth in the Certificate of Designation of Series A Preferred (the "Certificate of Designation"), to be filed with the Secretary of State of the State of Delaware prior to the closing of the Transaction. Each share of Series A Preferred is convertible into Common Stock at any time at the option of the holder at the rate (the "Conversion Rate") equal to the Original Purchase Price divided by the then-current conversion price (the "Conversion Price"). Based on an initial Conversion Price of $2.91, each share of Series A Preferred will initially be convertible into approximately 13.75 shares of Common Stock. The Conversion Price will be subject to standard broad-based weighted average anti-dilution adjustments prior to the date on which the Company has received and publicly announces the approval by the United States Food and Drug Administration (the "FDA") of the Company's New Drug Application for ILUVIEN ® (the "FDA Approval Date"), provided, that in no event shall the Conversion Price be adjusted below $1.00 (as adjusted for stock dividends, splits, combinations and similar events). The Original Purchase Price and the Conversion Price are subject to adjustments for stock dividends, splits, combinations and similar events. Each share of Series A Preferred shall automatically be converted into Common Stock at the then applicable Conversion Rate upon the occurrence of the later to occur of both (i) the FDA Approval Date and (ii) the date on which the Company consummates an equity financing transaction pursuant to which it sells to one or more third party investors either (A) Common Stock or (B) other equity securities that are convertible into Common Stock and that have rights, preference or privileges senior to or on a parity with, the Series A Preferred, in each case having an as-converted per share of Common Stock price of not less than $10.00 (adjusted for stock splits, combinations, stock dividends, recapitalizations and the like) and that results in total gross proceeds to the Company of at least $30,000,000. The Series A Preferred is not redeemable and shall not be convertible at the option of the Company.

In the event of a Liquidation Transaction, as defined below, holders of the Series A Preferred will receive a payment equal to the greater of (a) one
(1) times the Original Purchase Price (as adjusted for stock dividends, splits, combinations and similar events), plus any declared and unpaid dividends, per share of Series A Preferred before any proceeds are distributed to the holders of Common Stock and (ii) the amount each holder of a share of Series A Preferred would be entitled to receive had all shares of Series A Preferred been converted into shares of Common at the then applicable Conversion Price immediately prior to such Liquidation Transaction. Unless waived by the holders of at least 70% of the Series A Preferred, voting together as a separate class, the following shall be deemed to constitute a Liquidation Transaction: (A) any acquisition of the Company by means of merger, consolidation, stock sale, tender offer, exchange offer or other form of corporate reorganization in which outstanding shares of the Company are exchanged or sold, in one transaction or a series of related transactions, for cash, securities, property or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, or any other person or group of affiliated persons and in which the holders

Shares of Series A Preferred will vote together with the Common Stock on an as-converted basis, except as otherwise described below and set forth in the Certificate of Designation. For so long as at least 37.5% of the shares of Series A Preferred originally issued to the Investors at the closing of the Transaction are held by the initial Investors or their affiliates, the Company shall not, without first obtaining the affirmative vote or written consent of the holders of at least 70% of the then-outstanding shares of Series A Preferred, voting together as a separate class: (i) increase or decrease the authorized number of shares of Series A Preferred; (ii) authorize, create, issue or obligate itself to issue (by reclassification, merger or otherwise) any security (or any class or series thereof) or any indebtedness, in each case that has any rights, preferences or privileges senior to, or on a parity with, the Series A Preferred, or any security convertible into or exercisable for any such security or indebtedness (other than the issuance of (A) up to an aggregate of $35,000,000 of indebtedness pursuant to the Company's credit facility with Silicon Valley Bank and/or MidCap Financial, as the same may be amended, refinanced or resyndicated from time to time or (B) up to an aggregate of $500,000 of indebtedness pursuant to operating, capital or equipment leases entered into in the ordinary course of business (such indebtedness being the "Permitted Indebtedness"); (iii) amend the Company's certificate of incorporation (including by filing any new certificate of designation or elimination) or the Certificate of Designation, in each case in a manner that adversely affects the rights, preference or privileges of the Series A Preferred; (iv) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any shares of Common Stock or Preferred Stock; provided, however, that this restriction shall not apply to (A) the redemption of rights issued pursuant to any "poison pill" rights plan or similar plan adopted by the Company after the closing of the Transaction or (B) the repurchases of stock from former employees, officers, directors or consultants who performed services for the Company in connection with the cessation of such employment or service pursuant to the terms of existing agreements with such individuals; (v) declare or pay any dividend or distribution on any shares of capital stock; provided, however, that this restriction shall not apply to (A) dividends payable to holders of Common Stock that consist solely of shares of Common Stock for which adjustment to the Conversion Price of the Series A Preferred is made pursuant to the Certificate of Designation or (B) dividends or distributions issued pro rata to all holders of capital stock (on an . . .

The Company will be making a presentation to investors in New York, New York on Wednesday, July 18, 2012 at 10:00 a.m. Eastern Time. The slides that will be used for such presentation are furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Various statements to be made during the presentation are "forward-looking statements," within the meaning of the Private Securities Litigation Reform Act of 1995, regarding, among other things, Alimera's future results of operations and financial position, business strategy and plans and objectives of management for Alimera's future operations and the Transaction. Words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "contemplate," "predict," "project," "target," "likely," "potential," "continue," "will," "would," "should," "could," or the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The events and circumstances reflected in Alimera's forward-looking statements may not occur and actual results could differ materially from those projected in its forward-looking statements, including, but not limited, the inability to close of the Transaction. Meaningful factors which could cause actual results to differ include, but are not limited to, delay or failure to obtain stockholder approval of the Transaction, delay or failure to consummate the Transaction, delay in or failure to obtain regulatory approval of Alimera's product candidates, uncertainty as to Alimera's ability to commercialize (alone or with others), and market acceptance of, Alimera's product candidates, including ILUVIEN in the European Union ("EU"), the extent of government regulations, uncertainty as to the pricing and reimbursement guidelines for Alimera's product candidates, including ILUVIEN in the various EU countries; uncertainty as to relationship between the benefits of Alimera's product candidates and the risks of their side-effect profiles, dependence on third-party manufacturers to manufacture Alimera's product candidates in sufficient quantities and quality, uncertainty of clinical trial results, limited sales and marketing infrastructure, inability of Alimera to successfully market and sell ILUVIEN following regulatory approval and Alimera's ability to operate its business in compliance with the covenants and restrictions that it is subject to under its credit facility, as well as other factors discussed in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of Alimera's Annual Report on Form 10-K for the year ended December 31, 2011, which is on file with the Securities and Exchange Commission ("SEC") and available on the SEC's website at www.sec.gov. In addition to the risks described above and in Alimera's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, other unknown or unpredictable factors also could affect Alimera's results. There can be no assurance that the actual results or developments anticipated by Alimera will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Alimera. Therefore, no assurance can be given that the outcomes stated in such forward-looking statements and estimates will be achieved.

All forward-looking statements made during the presentation are expressly qualified by the cautionary statements contained or referred to herein. Alimera cautions investors not to rely too heavily on the forward-looking statements Alimera makes or that are made on its behalf. These forward-looking statements speak only as of the date on which they are made (unless another date is indicated). Alimera undertakes no obligation, and specifically declines any obligation, to publicly update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

The information in this Item 7.01 of this Current Report on Form 8-K and the slides furnished as Exhibit 99.2 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

(d) Exhibits - The following exhibits are filed as part of this report:

3.5      Form of Certificate of Designation of Series A Convertible Preferred Stock

3.6      Form of Bylaw Amendment

4.10     Form of Warrant to Purchase Shares of Series A Preferred Stock

4.11     Form of Registration Rights Agreement

10.36    Securities Purchase Agreement

99.1     Press Release of Alimera Sciences, Inc. dated July 18, 2012

99.2     Investor Presentation Slides