Velan Capital Investment Management SC 13D/AALIMERA SCIENCES / Velan Capital Investment Management ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

Alimera Sciences, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

016259202

(CUSIP Number)

Adam Morgan

Velan Capital Investment Management LP

100 North Main Street, Suite 301

Alpharetta, Georgia 30009

(646) 844-0030

Ryan Nebel

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 14, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

^* Includes 800,000 Shares issuable upon the exercise of the Warrants (as defined and described in the initial Schedule 13D).

* Includes 800,000 Shares issuable upon the exercise of the Warrants.

^* Includes 800,000 Shares issuable upon the exercise of the Warrants.

^* Includes 800,000 Shares issuable upon the exercise of the Warrants.

^* Includes 800,000 Shares issuable upon the exercise of the Warrants.

^* Includes 800,000 Shares issuable upon the exercise of the Warrants.

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 2(b) is hereby amended and restated to read as follows:

(b)       The address of the principal office of Velan Master is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands. The address of the principal office of each of Velan SPV, Velan GP, Velan Capital, Velan IM GP and Messrs. Morgan and Venkataraman is 100 North Main Street, Suite 301, Alpharetta, Georgia 30009.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 52,388,513 Shares outstanding as of May 9, 2024, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2024, plus (i) the Shares underlying the Warrants that may be exercised by the Reporting Persons, as applicable, and (ii) with respect to Mr. Morgan, Shares issuable upon the exercise of certain options.

As of the date hereof, Velan Master directly beneficially owns 10,229,808 Shares (including 800,000 Shares underlying the Warrants), constituting approximately 19.2% of the Shares outstanding.

As of the date hereof, Velan SPV directly beneficially owns 4,178,725 Shares, constituting approximately 8.0% of the Shares outstanding.

As of the date hereof, Mr. Morgan directly beneficially owns 47,977 Shares (consisting of Shares underlying certain options exercisable within the next 60 days), constituting less than 1% of the Shares outstanding.

Velan GP, as the general partner of Velan Master and managing member of Velan SPV, may be deemed to beneficially own the 14,408,533 Shares beneficially owned in the aggregate by Velan Master and Velan SPV, constituting approximately 27.1% of the Shares outstanding. Velan Capital, as the investment manager of Velan Master and Velan SPV, may be deemed to beneficially own the 14,408,533 Shares beneficially owned in the aggregate by Velan Master and Velan SPV, constituting approximately 27.1% of the Shares outstanding. Velan IM GP, as the general partner of Velan Capital, may be deemed to beneficially own the 14,408,533 Shares beneficially owned in the aggregate by Velan Master and Velan SPV, constituting approximately 27.1% of the Shares outstanding. Mr. Venkataraman, as a Managing Member of each of Velan GP and Velan IM GP, may be deemed to beneficially own the 14,408,533 Shares beneficially owned in the aggregate by Velan Master and Velan SPV, constituting approximately 27.1% of the Shares outstanding.

Mr. Morgan, as a Managing Member of each of Velan GP and Velan IM GP, may be deemed to beneficially own the 14,408,533 Shares beneficially owned in the aggregate by Velan Master and Velan SPV, which, together with the 47,977 Shares he beneficially owns directly, constitutes an aggregate of 14,456,510 Shares, constituting approximately 27.2% of the Shares outstanding.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)       There have been no transactions in securities of the Issuer by the Reporting Persons during the past 60 days.

Item 6 is hereby amended to add the following:

Mr. Morgan was awarded options to purchase 50,000 Shares in his capacity as a director of the Issuer. Such options, which have an exercise price of 2.99 per Share, vest monthly and become exercisable in equal monthly installments beginning on August 1, 2023 and vest in full at the earlier of August 1, 2024 or the date of the Issuer's 2024 annual meeting of stockholders, with the final installment adjusted as necessary to avoid any fractional shares in any installment.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 16, 2024