Summary of ALIMERA SCIENCES INC

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Secu

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As previously announced, on July 17, 2012, Alimera Sciences, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Original Purchase Agreement") with a group of institutional investors, including both existing and new investors (collectively, the "Investors") for the sale (the "Transaction") of units consisting of in the aggregate 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. The Original Purchase Agreement was amended by the Company and the Investors pursuant to Amendment No. 1 to the Original Purchase Agreement on September 21, 2012 (the "Amendment" and, together with the Original Purchase Agreement, the "Purchase Agreement"). The Original Purchase Agreement was filed as Exhibit 10.36 to the Company's Current Report on Form 8-K, as filed on July 18, 2012, and the Amendment is filed as Exhibit 10.37 hereto, and both are incorporated herein by reference. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibits.

On October 1, 2012, at a special meeting (the "Special Meeting"), the stockholders of the Company, by the requisite vote, approved the Transaction as required by the applicable rules and regulations of the NASDAQ Global Market. On October 2, 2012, the Company sold and the Investors purchased the units pursuant to the terms of the Purchase Agreement for gross proceeds of $40,000,000 to the Company.

The powers, preferences, rights, qualifications, limitations and restrictions applicable to the Series A Preferred are set forth in the Certificate of Designation of Series A Preferred (the "Certificate of Designation"), as filed with the Secretary of State of the State of Delaware on October 1, 2012. The Certificate of Designation authorizes 1,300,000 shares of Series A Preferred. The principal terms of the Series A Preferred are set forth below.

• Conversion. Each share of Series A Preferred, including any shares of Series A Preferred issued upon exercise of the warrants, is convertible into shares of the Company's common stock at any time at the option of the holder at the rate (conversion rate) equal to $40.00 (original purchase price) divided by the then current conversion price (conversion price). The initial conversion price of $2.91 of the Series A Preferred is subject to adjustment based on the occurrence or non-occurrence of certain events, in addition to certain customary price based anti-dilution adjustments. The conversion price will be adjusted pursuant to the first to occur of the following occurrences (such adjusted conversion price being referred to herein as the "Final Guidance Price"): (i) the then-effective conversion price shall be automatically increased by $0.25 (as adjusted for stock splits, combinations, stock dividends, recapitalizations and the like with respect to the Series A Preferred) as of the date on which the National Institute for Health and Clinical Excellence in the United Kingdom ("NICE") issues final guidance (following the review of a Patient Access Scheme (as commonly used by NICE), if required) recommending ILUVIEN® (a "Positive Guidance"), provided that such Positive Guidance is issued on or before June 30, 2013; (ii) the then-effective conversion . . .

Item 5.01. CHANGE IN CONTROL OF REGISTRANT

As a result of the Transaction, a change of control of the Company may be deemed to occur. Prior to the closing of the Transaction, Palo Alto Investors, LLC ("PAI") and its affiliates beneficially owned an aggregate of 3,634,984 shares of the Company's common stock, according to a Form 13F filed by PAI with the Securities and Exchange Commission on August 15, 2012 (the "Form 13F"), which represented approximately 11.6% of the Company's common stock outstanding prior to the closing of the Transaction. Palo Alto Investors, Inc. is the manager of PAI LLC. William Leland Edwards is the controlling shareholder of Palo Alto Investors, Inc. Anthony Joonkyoo Yun, MD is the President of PAI and Palo Alto Investors, Inc. Prior to the closing of the Transaction, no stockholder beneficially owned more than 15.5% of the outstanding shares of common stock of the Company. At the closing of the Transaction, PAI and certain of its affiliates purchased 600,000 units, consisting of an aggregate of 600,000 shares of Series A Preferred and a Warrant to purchase 180,000 shares of Series A Preferred, for a purchase price of $24,000,000. The purchase price was paid from cash on hand. See Item 1.01 for further description of the Transaction.

Following the closing of the Transaction, PAI and its affiliates, assuming the exercise and subsequent conversion of their Warrants (but no other Warrants) and the conversion of all shares of Series A Preferred (based on a conversion price of $2.91) and including the number of shares of common stock then owned by PAI and its affiliates, beneficially owns approximately 14,356,633 shares of the Company's common stock, represents approximately 30.13% of the total voting power of the Company's voting securities following the closing of the Transaction. If Positive Guidance is received on or before June 30, 2013, PAI and its affiliates, assuming the exercise and subsequent conversion of their Warrants (but no other Warrants) and the conversion of all shares of Series A Preferred (based on a conversion price of $3.16) and including the number of shares of Common currently owned by PAI and its affiliates, will own approximately 13,508,402 shares of common stock, which is expected to represent approximately 29.13% of the total voting power of the Company's voting securities following the closing of the Transaction. If Positive Guidance is not received on or before June 30, 2013 or if ILUVIEN® receives Negative Guidance, PAI and its affiliates, assuming the exercise and subsequent conversion of their Warrants (but no other Warrants) and the conversion of all shares of Series A Preferred (based on a conversion price of $2.66) and including the number of shares of common stock currently owned by PAI and its affiliates, will own approximately 15,364,307 shares of common stock, which is expected to represent approximately 31.24% of the total voting power of the Company's voting securities following the closing of the Transaction. The foregoing is based on the Company's capitalization as of August 10, 2012, as adjusted for the sale of the units in the Transaction, and assumes that there were no price-based anti-dilution adjustments to the conversion price of the Series A Preferred. See Item 1.01 for further description of the Transaction and the Registration Rights Agreement that the Company entered into with PAI and the other Investors.

Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Pursuant to the Purchase Agreement, Garheng Kong, M.D., PhD., age 37, ("Dr. Kong") was elected to the Board of Directors of the Company as a Class II Director on October 2, 2012 as a representative of Sofinnova Venture Partners VIII, L.P. ("Sofinnova"). Pursuant to the Certificate of Designation, for as long as Sofinnova, together with its Affiliates (as such term is defined under Rule 501 of the Securities Act of 1933, as amended), continues to hold at least 50% of the shares of Series A Preferred originally issued to Sofinnova at the closing under the Purchase Agreement (or shares of common stock issued upon conversion thereof), the holders of Series A Preferred, voting as single class, shall be entitled to elect, at any election of the Company's Class II Directors (as defined in the Company's Restated Certificate of Incorporation) one individual to the Board of Directors to serve as a Class II Director, who shall be designated by Sofinnova.

Dr. Kong has been a general partner at Sofinnova, a venture firm focused on life sciences, since 2010. From 2000 to 2010, he was at Intersouth Partners, a venture capital firm, most recently as a general partner, where he was a founding investor or board member for various life sciences ventures, several of which were acquired by large pharmaceutical companies. Dr. Kong has served on the board of directors of Cempra, Inc. since September 2006 and as chairman of its board since November 2008. Dr. Kong has served on the board of directors of SARcode BioScience, Inc., a private biopharmaceutical company, since 2011 and on the board of Histogenics Corporation, a private biotechnology company, since 2012 where he also serves as the chairman of the board. Dr. Kong holds a B.S. in chemical engineering and biological sciences from Stanford University. He holds an M.D., Ph.D. in biomedical engineering and M.B.A. from Duke University. Among other experience, qualifications, attributes and skills, Dr. Kong's knowledge and experience in the venture capital industry and his medical training led to the conclusion of the Company's Board of Directors that he should serve as a director of the Company in light of its business and structure.

In connection with his election to the Board of Directors, pursuant to the Company's compensation program for outside directors, Dr. Kong will be granted an option to purchase 20,000 shares of the Company's common stock at an exercise price equal to the closing price per share of the common stock on the date of grant. Such option will vest and become exercisable with respect to 25% of the option shares after one year of service and an additional 6.25% of the option shares for each subsequent three-month period thereafter, except that in the event of a change of control of the Company or if Dr. Kong's service terminates due to his death the option will accelerate and become immediately exercisable. Dr. Kong will also receive a $20,000 annual retainer for his service on the Board of Directors. In addition, beginning in 2013, he will be eligible to receive, upon the conclusion of each annual meeting of stockholders, an option to purchase 7,500 shares of the Company's common stock. The outside director compensation program is described in further detail in the Company's Proxy Statement for the 2012 annual meeting of stockholders, which was filed with the Securities and Exchange Commission (the "SEC") on April 30, 2012.

Dr. Kong and the Company have entered into an indemnification agreement requiring the Company to indemnify him to the fullest extent permitted under Delaware law with respect to his service as a director. The indemnification agreement was in the form entered into with the Company's other directors and executive officers. This form is filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1 (SEC File No. 333-162782), as filed with the SEC on October 30, 2009.

Item 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On October 1, 2012, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware authorizing the shares of the Company's Series A Preferred. See Item 1.01 for a description of the terms of Certificate of Designation.

Pursuant to the Purchase Agreement, on July 16, 2012, the Board of Directors approved an amendment to the Amended and Restated Bylaws of the Company, which amendment became effective upon the closing of the Transaction, to provide that the holders of Series A Preferred may take any exclusive action required or permitted to be taken by the stockholders holding Series A Preferred pursuant to the Certificate of Designation by written consent at any time. The Amended and Restated Bylaws of the Company, as amended, is filed as Exhibit 3.4.C this Current Report on Form 8-K, and incorporated herein by reference.

Item 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Special Meeting, the following proposal (the "Proposal") was submitted to the stockholders of the Company:

Proposal:    Approval of the issuance of the Company's Series A Convertible
             Preferred Stock convertible into the Company's common stock under
             circumstances which require stockholder approval pursuant to
             applicable NASDAQ Listing Rules

For more information about the Proposal, see the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on August 24, 2012 (the "Proxy Statement"), as supplemented by the additional definitive proxy materials filed with the Securities and Exchange Commission on September 24, 2012. Of the 31,432,445 shares of the Company's common stock entitled to vote at the Special Meeting, 26,664,939 shares, or approximately 84.83 %, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of the Proposal is set forth below:

Votes For Votes Against Votes Abstaining Broker Non-Votes 26,593,530 55,899 15,510 None

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

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

 3.4.C*      Amended and Restated Bylaws of the Company, as amended

 3.5*        Certificate of Designation of Series A Convertible Preferred Stock

 4.10.A*     Warrant to Purchase Shares of Series A Preferred issued to Sofinnova
             Venture Partners VIII, L.P.

 4.10.B*     Warrant to Purchase Shares of Series A Preferred issued to Growth
             Equity Opportunities Fund III, LLC

 4.10.C*     Warrant to Purchase Shares of Series A Preferred issued to Micro Cap
             Partners, L.P.

 4.10.D*     Warrant to Purchase Shares of Series A Preferred issued to Palo Alto
             Healthcare Master Fund, L.P.

 4.10.E*     Warrant to Purchase Shares of Series A Preferred issued to Palo Alto
             Healthcare Master Fund II, L.P.

 4.11*       Registration Rights Agreement

10.36        Securities Purchase Agreement dated July 17, 2012 (filed as Exhibit
             10.36 to the Registrant's Current Report on Form 8-K, as filed on
             July 18, 2012, and incorporated herein by reference)

10.37*       Amendment No. 1 to Securities Purchase Agreement dated September 21,
             2012

99.1*        Press Release of Alimera Sciences, Inc. dated October 2, 2012

* Filed herewith.