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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2014
ALIMERA SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other Jurisdiction of
Incorporation)
001-34703
(Commission File Number)
6120 Windward Parkway
Suite 290
Alpharetta, Georgia
(Address of Principal Executive Offices)
20-0028718
(IRS Employer Identification No.)
30005
(Zip Code)
Registrant’s telephone number, including area code: (678) 990-5740
Not Applicable
(Former name or former address if
changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Definitive Material Agreement
On April 24, 2014 (the “Effective Date”), Alimera Sciences Limited (“Limited”), a subsidiary of Alimera Sciences, Inc. (the
“Company”), entered into a Loan and Security Agreement (the “Loan Agreement”) with the several banks and other financial
institutions or entities from time to time parties to the Loan Agreement (collectively, referred to as the “Lender”) and Hercules
Technology Growth Capital, Inc., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (the
“Agent”). Under the Loan Agreement, the Lender will make a term loan advance on April 25, 2014 in the initial principal amount of
$10.0 million to Limited (the “Initial Advance”) to provide Limited with additional working capital for general corporate purposes and
to extinguish currently outstanding secured debt of Limited held by Silicon Valley Bank (“SVB”). The Lender has also agreed to
provide up to an additional $25.0 million to Limited (the “Second Advance” and, together with the Initial Advance, the “Term Loan”)
upon approval of ILUVIEN by the U.S. Food and Drug Administration (the “FDA”) on or prior to October 31, 2014 to fund a
milestone payment obligation that will be owed by the Company upon such approval. The Term Loan provides for interest only
payments for 18 months following the Effective Date (the “Interest-Only Period”). The Interest-Only Period may be extended by an
additional 18 months if the Company realizes certain revenue thresholds and no event of default has occurred under the Loan
Agreement. Interest on the Term Loan accrues at a floating per annum rate equal to the greater of (i) 10.90%, or (ii) the sum of (A)
10.90%, plus (B) the prime rate as reported in The Wall Street Journal , or if not reported, the prime rate most recently reported in
The Wall Street Journal , minus 3.25%. The Term Loan matures 48 months after the Effective Date (the “Maturity Date”). The Term
Loan will be due and payable to the Lender in equal payments of principal and interest following the Interest-Only Period. All unpaid
principal and interest will be due and payable on May 1, 2018. Subject to certain conditions, Limited has the option to repay up to an
aggregate total of $3.0 million of the regularly scheduled installment payments of the Term Loan with freely tradable shares of the
Company’s common stock. The number of shares to be issued for this repayment option is determined by dividing (x) the portion of
the principal amount to be paid, by (y) $7.06.
Limited paid to the Lender a facility charge of $262,500 and will reimburse the Lender for legal and diligence fees incurred
in connection with the Term Loan. If Limited prepays the Term Loan, it will pay the Lender a prepayment penalty of 1.25% of the
total amount repaid. In addition, the Company granted the Lender a right to invest up to $2.0 million in any one subsequent equity
offering of the Company broadly marketed to multiple investors on the same terms, condition and pricing offered to the other
investors in such subsequent equity financing following the Effective Date.
Limited and the Company, on a consolidated basis with its other subsidiaries, also agreed to customary affirmative and
negative covenants and events of default in connection with these arrangements. The occurrence of an event of default could result in
the acceleration of Limited’s obligations under the Loan Agreement and an increase to the applicable interest rate, and would permit
the Lender to exercise remedies with respect to the collateral under the Loan Agreement.
Limited’s obligations to the Lender are secured by a first priority security interest in substantially all of Limited’s assets,
excluding intellectual property. The Lender does, however, maintain a negative pledge on Limited’s intellectual property requiring the
Lender’s consent prior to the sale of such intellectual property. The Company and certain of the Company’s other subsidiaries are
guarantors of the obligations of Limited to the Lender under the Loan Agreement pursuant to separate guaranty agreements between
the Lender and each of Limited and such subsidiaries (the “Guaranties”). Pursuant to the Guaranties, the Company and these
subsidiaries granted the Lender a first priority security interest in substantially all of their respective assets excluding intellectual
property.
On April 25, 2014, Limited will repay in full all amounts owed to SVB pursuant to that certain Loan and Security
Agreement between Limited and SVB dated May 7, 2013 (the “SVB Loan Agreement”). Limited also terminated its existing working
capital line of credit with SVB that has not been utilized.
In connection with Limited entering into the Loan Agreement, the Company entered into a warrant agreement with Hercules
Technology II, L.P. (the “Warrantholder”) to purchase up to 285,016 shares of the Company’s common stock at an exercise price of
$6.14 per share (the “Warrant”).
Copies of the Loan Agreement, Guaranties and Warrant will be filed as exhibits to the Company’s quarterly report on Form
10-Q for the quarter ending June 30, 2014. The foregoing description of the terms of the Loan Agreement, Guaranties and Warrant is
qualified in its entirety by reference to the full text of such exhibits.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant
The information disclosed in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No.
99.1
Description
Press Release of Alimera Sciences, Inc. dated April 25, 2014
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
ALIMERA SCIENCES, INC.
Dated: April 25, 2014
By:
/s/ RICHARD S. EISWIRTH, JR.
Name: Richard S. Eiswirth, Jr.
Title: Chief Operating Officer and
Chief Financial Officer
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Contact:
ICR, LLC
John Mills
310-954-1105
[email protected]
ALIMERA SCIENCES SECURES $35 MILLION DEBT FACILITY
ATLANTA, GA. April 25, 2014 -- Alimera Sciences, Inc. (NASDAQ: ALIM) (Alimera), a biopharmaceutical
company that specializes in the research, development and commercialization of prescription ophthalmic
pharmaceuticals, announced today that its United Kingdom subsidiary, Alimera Sciences Limited (Limited), has
entered into a Loan and Security Agreement with Hercules Technology Growth Capital, Inc. (NYSE: HTGC)
(Hercules) for a term loan in the principal amount of up to $35 million. Under the agreement, Hercules is
advancing $10 million to Limited and will advance the remaining $25 million in the event the U.S. Food and
Drug Administration (FDA) approves ILUVIEN ® on or before October 31, 2014 and certain other conditions
are satisfied.
The proceeds of the initial funding of $10 million under the term loan will be used to pay off an existing term
loan payable to Silicon Valley Bank (SVB) and to provide additional working capital for general corporate
purposes. The $25 million advance will be used to fund a $25 million milestone payment obligation that will be
owed by Alimera upon FDA approval of ILUVIEN. In connection with the closing of the Hercules debt facility,
Limited also terminated a $15 million working capital line of credit with SVB that had not been utilized.
“This debt facility strengthens our financial position for the commercialization of ILUVIEN in the United
Kingdom, Germany and France, and for possible expansion elsewhere in Europe,” said Dan Myers, Alimera’s
president and chief executive officer. “Further, it is expected to provide the funding necessary to fulfill our
milestone obligation if ILUVIEN receives FDA approval on or before October 31, 2014, and is intended to
mitigate the need to seek additional financing for this purpose.”
Interest on outstanding borrowing under the term loan is payable at the rate of 10.9% per annum. The term loan,
which matures on May 1, 2018, provides for interest only payments for the first 18 months, followed by 30
equal monthly payments of principal and interest. Once certain revenue thresholds are reached, the interest-only
period may be extended to 36 months, followed by 12 equal monthly payments of principal and interest.
In connection with the term loan, Alimera issued Hercules a warrant to purchase an aggregate of up to 285,016
shares of common stock at an exercise price of $6.14 per share.
About Hercules Technology Growth Capital, Inc.
Hercules Technology Growth Capital, Inc. (NYSE: HTGC) is the leading specialty finance company focused on
providing senior secured loans to venture capital-backed companies in technology-related markets, including
technology, biotechnology, life science, and energy & renewable technology industries, at all stages of
development. Since inception (December 2003), Hercules has committed more than $4.2 billion to over 270
companies and is a lender of choice for entrepreneurs and venture capital firms seeking growth capital
financing. Companies interested in learning more about financing opportunities should contact [email protected] ,
or call 650-289-3060.
About Alimera Sciences, Inc.
Alimera Sciences, Inc., based in Alpharetta, Georgia, is a biopharmaceutical company that specializes in the
research, development and commercialization of prescription ophthalmic pharmaceuticals.
Forward Looking Statements
This press release contains "forward-looking statements," within the meaning of the Private Securities
Litigation Reform Act of 1995, regarding, among other things, the regulatory status of ILUVIEN in the United
States, Alimera’s European commercial operations and strategy and plans regarding the use of the proceeds of
the term loan. Such forward-looking statements are based on current expectations and involve inherent risks and
uncertainties, including factors that could delay, divert or change any of them, and could cause actual results to
differ materially from those projected in its forward-looking statements. Meaningful factors which could cause
actual results to differ include, but are not limited to, delay in or failure to obtain FDA approval of ILUVIEN
and failure to commercialize ILUVIEN in additional European countries, 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, 2013, 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 contained in this press release 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 of this press release (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.
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