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ALIM > SEC Filings for ALIM > Form 8-K on 28-Jan-2014All Recent SEC Filings

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Form 8-K for ALIMERA SCIENCES INC


28-Jan-2014

Entry into a Material Definitive Agreement, Other Events, Financial Statemen


Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 27, 2014, Alimera Sciences, Inc. ("Alimera") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain purchasers identified on the signature pages thereto (the "Purchasers") pursuant to which it agreed to sell and issue an aggregate of 6,250,000 shares of common stock at a price per share of $6.00 (the "Private Placement"). Alimera anticipates raising gross proceeds of approximately $37.5 million. The Private Placement is subject to customary closing conditions and is expected to close during the week of January 27, 2014. Cowen and Company, LLC served as the sole placement agent in the Private Placement.
In connection with the Private Placement, Alimera has agreed to file one or more registration statements registering for resale the shares of common stock sold in the Private Placement.
The securities offered have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. The issuance will be made in reliance on Rule 506 promulgated under the Securities Act, without general solicitation or advertising. Each Purchaser represented that it is an accredited investor with access to information about Alimera sufficient to evaluate the investment and that the common stock is being acquired without a view to distribution or resale in violation of the Securities Act. A Form D filing will be made in accordance with the requirements of Regulation D.
The foregoing description of the Purchase Agreement is a summary of the material terms of such agreement, does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.42 to this Current Report on Form 8-K and is incorporated by reference herein.




Item 8.01. OTHER EVENTS
On January 28, 2014, Alimera issued a press release announcing the closing of the Private Placement which is filed as exhibit 99.1 to this Current Report on Form 8-K. The information in Item 8.01 of this Current Report on Form 8-K and the press release furnished a Exhibit 99.1 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 of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.




Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit
No.                                Description
10.42     Form of Securities Purchase Agreement dated January 27, 2014
99.1      Press Release of Alimera Sciences, Inc. dated January 28, 2014


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