Sec Form 4 Filing - Morgan Adam @ ALIMERA SCIENCES INC - 2024-09-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Morgan Adam 2. Issuer Name and Ticker or Trading Symbol ALIMERA SCIENCES INC [ ALIM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 100 NORTH MAIN STREET, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 09/16/2024 (Street) ALPHARETTA, GA30009 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 09/16/2024 D 9,429,808 ( 2 ) D 0 I By Velan Capital Master Fund LP ( 3 ) Common Stock ( 1 ) 09/16/2024 D 4,178,725 ( 2 ) D 0 I By Velan Capital SPV I LLC ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) ( 5 ) $ 1.85 09/16/2024 D 1,825 ( 5 ) 03/23/2033 Common Stock 1,825 ( 5 ) 0 D Stock Option (Right to Buy) ( 5 ) $ 2.99 09/16/2024 D 50,000 ( 5 ) 10/01/2033 Common Stock 50,000 ( 5 ) 0 D Warrants ( 6 ) $ 2.1 ( 7 ) 09/16/2024 D 800,000 03/24/2024 03/24/2030( 7 ) Common Stock 800,000 ( 6 ) 0 I By Velan Capital Master Fund LP ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morgan Adam 100 NORTH MAIN STREET, SUITE 301 ALPHARETTA, GA30009 X X Velan Capital Investment Management LP 100 NORTH MAIN STREET, SUITE 301 ALPHARETTA, GA30009 X Velan Capital Master Fund LP 89 NEXUS WAY GRAND CAYMAN, E9KY1-9009 X Velan Capital SPV I LLC 100 NORTH MAIN STREET, SUITE 301 ALPHARETTA, GA30009 X Velan Capital Holdings LLC 100 NORTH MAIN STREET, SUITE 301 ALPHARETTA, GA30009 X Velan Capital Management LLC 100 NORTH MAIN STREET, SUITE 301 ALPHARETTA, GA30009 X VENKATARAMAN BALAJI 100 NORTH MAIN STREET, SUITE 301 ALPHARETTA, GA30009 X Signatures /s/ Adam Morgan 09/16/2024 Signature of Reporting Person Date Velan Capital Investment Management LP, By: Velan Capital Management LLC, its general partner, By: /s/ Adam Morgan, managing member 09/16/2024 Signature of Reporting Person Date Velan Capital Master Fund LP, By: Velan Capital Holdings LLC, its general partner, By: /s/ Adam Morgan, managing member 09/16/2024 Signature of Reporting Person Date Velan Capital SPV I LLC, By: Velan Capital Holdings LLC, its managing member, By: /s/ Adam Morgan, managing member 09/16/2024 Signature of Reporting Person Date Velan Capital Holdings LLC, By: /s/ Adam Morgan, managing member 09/16/2024 Signature of Reporting Person Date Velan Capital Management LLC, By: /s/ Adam Morgan, managing member 09/16/2024 Signature of Reporting Person Date /s/ Balaji Venkataraman 09/16/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Velan Capital SPV I LLC ("Velan SPV"), Velan Capital Holdings LLC ("Velan GP"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Adam Morgan and Balaji Venkataraman (collectively, the "Reporting Persons"). Each Reporting Person was deemed to be a member of a Section 13(d) group that was previously deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. ( 2 )Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among the Issuer, ANI Pharmaceuticals, Inc., a Delaware corporation ("Parent") and ANIP Merger Sub INC., a Delaware corporation and a wholly owned indirect subsidiary of Parent, as of the effective time of the merger (the "Effective Time"), each share of Common Stock was converted into the right to receive (i) $5.50 in cash, without interest (such amount, the "Closing Cash Consideration") and (ii) one contingent value right ("CVR") representing the right to receive contingent cash payments subject to the achievement of certain milestones and the terms and conditions set forth in a contingent value rights agreement entered into between Parent and a rights agent (the consideration contemplated by (i) and (ii), together, the "Merger Consideration"). ( 3 )Securities owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan Master. ( 4 )Securities owned directly by Velan SPV. As the managing member of Velan SPV, Velan GP may be deemed to beneficially own the securities owned directly by Velan SPV. As the investment manager of Velan SPV, Velan Capital may be deemed to beneficially own the securities owned directly by Velan SPV. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan SPV. Messrs. Morgan and Venkataraman, as managing members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan SPV. ( 5 )In accordance with the terms of the Merger Agreement, at the Effective Time, each stock option granted by the Issuer to purchase shares (each, an "Option") that was outstanding and unvested immediately prior to the Effective Time vested in full, and each Option that was outstanding and unexercised which had a per share exercise price that was less than the Closing Cash Consideration was converted into the right to receive the sum of an amount in cash (without interest and subject to deduction for any required withholding as contemplated in the Merger Agreement) equal to: (a) the excess, if any, of the Closing Cash Consideration over the exercise price per share of such Option; multiplied by the number of shares underlying such Option and (b) one CVR. ( 6 )Pursuant to the terms of the Merger Agreement, at the Effective Time, each Warrant that was outstanding as of immediately prior to the Effective Time was converted into the right to receive, upon exercise of such Warrant, the same Merger Consideration as such holder would have been entitled to receive if such holder had been, immediately prior to the Effective Time, the holder of the number of shares then issuable upon exercise in full of such Warrant without regard to any limitations on exercise contained therein. ( 7 )The Warrants had an exercise price of $2.10 (subject to adjustment as provided therein) and would have expired upon the earlier of March 24, 2030 and a change of control of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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