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ALIM > SEC Filings for ALIM > Form 8-K on 3-Feb-2014All Recent SEC Filings

Show all filings for ALIMERA SCIENCES INC

Form 8-K for ALIMERA SCIENCES INC


3-Feb-2014

Unregistered Sale of Equity Securities, Other Events, Financial Statements a


Item 3.02. UNREGISTERED SALES OF EQUITY SECURITIES

On January 31, 2014 (the "Issuance Date"), Alimera Sciences, Inc. ("Alimera") issued an aggregate of 6,250,000 shares of its common stock for aggregate gross proceeds of approximately $37.5 million (the "Private Placement"). The Private Placement was issued and sold pursuant to a Securities Purchase Agreement, dated January 27, 2014, between Alimera and certain purchasers. The per share purchase price of a share of common stock was $6.00. Cowen and Company, LLC served as sole placement agent in the Private Placement.

The issuance was made in reliance on Rule 506 promulgated under the Securities Act of 1933, as amended (the "Securities Act") and was made 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 was 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. 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, 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.




Item 8.01. OTHER EVENTS

On February 3, 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.




Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

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

Exhibit
No.                                 Description
10.42     Form of Securities Purchase Agreement dated January 27, 2014 (1)

99.1      Press Release of Alimera Sciences, Inc. dated February 3, 2014

(1) Filed as an exhibit to Alimera's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2014 and incorporated herein by reference.


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