| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | ALIM | Common Stock | 1.66M | May 17, 2023 | By Velan Capital Master Fund LP | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | ALIM | Series B Convertible Preferred Stock | May 17, 2023 | Common Stock | $2.10 | By Velan Capital Master Fund LP | F1, F2, F3, F4, F6, F7 | |||||||
| holding | ALIM | Series B Convertible Preferred Stock | May 17, 2023 | Common Stock | $1.70 | By Velan Capital Master Fund LP | F1, F2, F3, F5, F6, F7 | |||||||
| holding | ALIM | Warrants | May 17, 2023 | Common Stock | 800K | $2.10 | By Velan Capital Master Fund LP | F1, F2, F3, F8, F9 | ||||||
| holding | ALIM | Series B Convertible Preferred Stock | May 17, 2023 | Common Stock | $1.70 | By Velan Capital SPV I LLC | F1, F2, F5, F6, F7, F10 |
| Id | Content |
|---|---|
| F1 | This Form 3 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") and Balaji Venkataraman (collectively, the "Reporting Persons"). |
| F2 | Each Reporting Person may be deemed to be a member of a Section 13(d) group, that also includes Adam Morgan, that may be 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. |
| F3 | 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. Mr. Venkataraman, as a managing member of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan Master. |
| F4 | Velan Master purchased 6,000 shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") in the Tranche 1 Closing (as defined below) pursuant to the terms of the Securities Purchase Agreement, dated as of March 24, 2023 (as amended, the "SPA") and the Certificate of Designation of Series B Convertible Preferred Stock of the Issuer (as amended, the "Certificate of Designation"). The initial conversion price of the Series B Preferred Stock issued on March 24, 2023 (the "Tranche 1 Closing") was $2.10, subject to customary adjustment, including certain anti-dilution adjustments (the "Tranche 1 Conversion Price"). Therefore, the amounts reported in this Form 3 are subject to change. The Series B Preferred Stock has no stated maturity. |
| F5 | Velan Master purchased 8,117 shares of Series B Preferred Stock and Velan SPV purchased 7,000 shares of Series B Preferred Stock in the Tranche 2 Closing (as defined below) pursuant to the terms of the SPA and the Certificate of Designation. The initial conversion price of the Series B Preferred Stock issued on May 17, 2023 (the "Tranche 2 Closing") was $1.70, subject to customary adjustment, including certain anti-dilution adjustments (the "Tranche 2 Conversion Price"). Therefore, the amounts reported in this Form 3 are subject to change. The Series B Preferred Stock has no stated maturity. |
| F6 | Pursuant to the terms of the SPA, prior to the conclusion of the Company Stockholders Meeting (as defined in the SPA), the Series B Preferred Stock is not convertible into shares of the Issuer's Common Stock or any other security of the Issuer. If stockholder approval of the transaction is obtained, the Issuer will designate a business day no later than ten business days following the date of such vote as the date for the conversion (the "Mandatory Conversion") of all, but not less than all, of the outstanding shares of Series B Preferred Stock into shares of Common Stock at the Tranche 1 Conversion Price or Tranche 2 Conversion Price, as applicable, upon which such Mandatory Conversion will occur automatically. (Continued in Footnote 7) |
| F7 | If stockholder approval is not obtained at the Company Stockholders Meeting, following conclusion of such meeting, each share of Series B Preferred Stock shall be convertible, at the option of the holder, into shares of Common Stock at the Tranche 1 Conversion Price or Trance 2 Conversion Price, as applicable; provided such conversion cannot exceed the Change of Control Cap, the Exchange Cap, each as defined in the Certificate of Designation, or 9.99% of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon such conversion (such limitation, the "Ownership Limitation"). |
| F8 | Velan Master purchased warrants to purchase 2,587,143 shares of Common Stock (the "Warrants") in the Tranche 1 Closing pursuant to the terms of the SPA and the Warrant to Purchase Shares of Common Stock, dated March 24, 2023. The Warrants have an exercise price equal to the Tranche 1 Conversion Price of $2.10 (subject to adjustment as provided therein) and expire upon the earlier of March 24, 2030 (seven years from the date of the Tranche 1 Closing) and a change of control of the Issuer. The Warrants are exercisable on or after the earlier of (a) immediately prior to a change of control of the Issuer and (b) March 24, 2024; provided that prior to stockholder approval at the Company Stockholders Meeting, exercise of the Warrants is subject to the Ownership Limitation, the Change of Control Cap and the Exchange Cap. |
| F9 | On May 17, 2023, the Issuer entered into a Joinder and Amendment to the SPA (the "SPA Amendment") with Velan Master and Velan SPV and the other purchasers identified on the signature pages thereto. The SPA Amendment provided for, among other things, the reduction in the number of shares underlying the Warrants issued at the Tranche 1 Closing to Velan Master from 2,857,143 shares to 800,000 shares (instead 500,000 shares, as originally contemplated by the SPA). The other terms of the Warrants remained unchanged. |
| F10 | 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. Mr. Venkataraman, as a managing member of each of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan SPV. |
Adam Morgan, as a managing member of Velan GP and Velan IM GP, may be deemed to beneficially own the securities owned directly by Velan Master and Velan SPV. Mr. Morgan has filed separate Section 16 reports disclosing the securities reported herein.