UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2012
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-34703
Alimera Sciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 20-0028718 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 6120 Windward Parkway, Suite 290 Alpharetta, GA |
30005 | |
| (Address of principal executive offices) | (Zip Code) |
(678) 990-5740
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of August 8, 2012, there were 31,432,355 shares of the registrant’s common stock issued and outstanding.
ALIMERA SCIENCES, INC.
QUARTERLY REPORT ON FORM 10-Q/A
| 3 | ||||
| 4 | ||||
| 5 | ||||
| EX-101 INSTANCE DOCUMENT |
||||
| EX-101 SCHEMA DOCUMENT |
||||
| EX-101 CALCULATION LINKBASE DOCUMENT |
||||
| EX-101 LABELS LINKBASE DOCUMENT |
||||
| EX-101 PRESENTATION LINKBASE DOCUMENT |
||||
2
The sole purpose of this Amendment No. 1 to the Alimera Sciences, Inc. Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2012 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405(a)(2) of Regulation S-T. Exhibit 101 consists of the interactive data files that were not included with the Form 10-Q, as allowed by the 30-day grace period for the first quarterly period in which detailed footnote tagging is required.
This Amendment No. 1 does not otherwise change or update the disclosures set forth in the Form 10-Q as originally filed and does not otherwise reflect events, results or developments occurring, or facts that have become known, after the original filing of the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 are not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
3
| ITEM 6 | Exhibits |
| Exhibit |
Description | |
| 31.1* | Certification of the Principal Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of the Principal Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of the Chief Executive Officer and Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS** | INSTANCE DOCUMENT | |
| 101.SCH** | SCHEMA DOCUMENT | |
| 101.CAL** | CALCULATION LINKBASE DOCUMENT | |
| 101.LAB** | LABELS LINKBASE DOCUMENT | |
| 101.PRE** | PRESENTATION LINKBASE DOCUMENT | |
| * | Previously filed or furnished, as applicable, as an exhibit to the Alimera Sciences, Inc. Quarterly Report on Form 10-Q (File No. 001-34703) filed with the SEC on August 14, 2012. |
| ** | Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
4
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 thereunto duly authorized.
| Alimera Sciences, Inc. | ||||
| /s/ C. Daniel Myers | ||||
| C. Daniel Myers | ||||
| Chief Executive Officer and President (Principal executive officer) | ||||
| September 7, 2012 | ||||
| /s/ Richard S. Eiswirth, Jr. | ||||
| Richard S. Eiswirth, Jr. | ||||
| Chief Operating Officer and Chief Financial Officer (Principal financial and accounting officer) | ||||
| September 7, 2012 | ||||
5
ALIMERA SCIENCES, INC.
EXHIBIT INDEX
| Exhibit |
Description | |
| 31.1* | Certification of the Principal Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of the Principal Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of the Chief Executive Officer and Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS** | INSTANCE DOCUMENT | |
| 101.SCH** | SCHEMA DOCUMENT | |
| 101.CAL** | CALCULATION LINKBASE DOCUMENT | |
| 101.LAB** | LABELS LINKBASE DOCUMENT | |
| 101.PRE** | PRESENTATION LINKBASE DOCUMENT | |
| * | Previously filed or furnished, as applicable, as an exhibit to the Alimera Sciences, Inc. Quarterly Report on Form 10-Q (File No. 001-34703) filed with the SEC on August 14, 2012. |
| ** | Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
6