The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes (Interim Financial Statements) that appear elsewhere in this quarterly report on Form 10-Q. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements due to a number of factors. For further information regarding forward-looking statements, please refer to the "Special Note Regarding Forward-Looking Statements and Projections" immediately after the index to this report above.

Overview

Alimera Sciences, Inc., and its subsidiaries (we, our or us), is a pharmaceutical company that specializes in the development and commercialization of prescription ophthalmic pharmaceuticals. We focus on diseases affecting the back of the eye, or retina, because we believe these diseases are not well treated with current therapies and affect millions of people globally. Our only product is ILUVIEN®, which has received marketing authorization and reimbursement in numerous countries for the treatment of DME. In the U.S. and certain other countries outside Europe, ILUVIEN is indicated for the treatment of DME in patients who have been previously treated with a course of corticosteroids and did not have a clinically significant rise in intraocular pressure. In 17 countries in Europe, ILUVIEN is indicated for the treatment of vision impairment associated with chronic DME considered insufficiently responsive to available therapies. ILUVIEN is also now indicated in 16 countries in Europe for prevention of relapse in recurrent non-infectious uveitis affecting the posterior segment of the eye (NIU-PS).

We market ILUVIEN directly in the U.S., Germany, the U.K., Portugal, and Ireland, and have made ILUVIEN available in the Nordic Region (Denmark, Finland, Norway and Sweden) with the support of an exclusive wholesaler. In addition, we have entered into various agreements under which distributors are providing or will provide regulatory, reimbursement and sales and marketing support for ILUVIEN in Austria, Belgium, the Czech Republic, France, Italy, Luxembourg, the Netherlands, Spain, Australia, New Zealand, Canada and several countries in the Middle East. In addition, we have granted an exclusive license to Ocumension Therapeutics for the development and commercialization of our 0.19mg fluocinolone acetonide intravitreal injection in China, East Asia and the Western Pacific. As of March 31, 2021, we have recognized sales of ILUVIEN to our international distributors in the Middle East, Austria, France, Italy, Spain, Luxembourg and the Netherlands.

Where We Market ILUVIEN to Treat Diabetic Macular Edema (DME)

ILUVIEN has received marketing authorization for the use of ILUVIEN to treat DME for the indications and in the countries shown in the following table:



                                                        Countries
                                                      Where ILUVIEN
                                 Countries                 Has          Countries Where
                             Where ILUVIEN Has           Received          ILUVIEN is
                            Received Marketing        Reimbursement        Currently
  Indication for the           Authorization           Approval to          Marketed
   Treatment of DME            to Treat DME             Treat DME         to Treat DME
Treatment of DME in               U.S., Australia,   U.S., Kuwait,      U.S., Kuwait,
patients who have been            Canada, Kuwait,    Lebanon and the    Lebanon and the
previously treated                Lebanon and the    United Arab        United Arab
with a course of                  United Arab        Emirates           Emirates
corticosteroids and               Emirates
did not have a
clinically significant
rise in intraocular
pressure
Treatment of vision               The United         The U.K.,          The U.K.,
impairment associated             Kingdom (U.K.),    Germany, France,   Germany, France,
with chronic DME                  Germany, France,   Italy, Spain,      Italy, Spain,
considered                        Italy, Spain,      Portugal,          Portugal,
insufficiently                    Portugal,          Ireland,           Ireland,
responsive to                     Ireland,           Luxembourg and     Austria,
available therapies               Austria,           the Netherlands    Luxembourg,
                                  Belgium,                              Denmark, Sweden,
                                  Denmark, Norway,                      Finland and the
                                  Finland, Sweden,                      Netherlands
                                  Poland, Czech
                                  Republic, the
                                  Netherlands and
                                  Luxembourg




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Where We Market ILUVIEN to Treat Recurrent Non-Infectious Uveitis Affecting the Posterior Segment of the Eye (NIU-PS)

ILUVIEN has received marketing authorization for the use of ILUVIEN to treat NIU-PS for the indications and in the countries shown in the following table:



                                Countries           Countries
                            Where ILUVIEN Has   Where ILUVIEN Has    Countries Where
                                Received            Received           ILUVIEN is
                                Marketing         Reimbursement         Currently
    Indication for the        Authorization     Approval to Treat       Marketed
   Treatment of NIU-PS       to Treat NIU-PS         NIU-PS          to Treat NIU-PS
 The prevention of          The U.K.,           The U.K.,           The U.K. Germany,
 relapse in recurrent       Germany, France,    Germany, Ireland    Ireland,
 NIU-PS                     Spain, Portugal,    (private sector),   Luxembourg,
                            Ireland, Austria,   Luxembourg and      Denmark, Sweden,
                            Belgium, Denmark,   the Netherlands     Finland and the
                            Norway, Finland,                        Netherlands
                            Sweden, Poland,
                            Czech Republic,
                            the Netherlands
                            and Luxembourg

We launched ILUVIEN for the NIU-PS indication in Germany and the U.K. during the third quarter of 2019, the Netherlands during the fourth quarter of 2020 and Luxembourg in the first quarter of 2021. In addition, we secured reimbursement of ILUVIEN for NIU-PS with the major private insurers in Ireland in the first quarter of 2021.

ILUVIEN became commercially available in Finland, Denmark and Sweden during the first quarter of 2021 through our exclusive wholesaler partner.

Effects of the COVID-19 Pandemic

The unprecedented events of the COVID-19 pandemic, and its unpredictable duration, in the regions where we have customers, employees and distributors have had an adverse effect on our sales of ILUVIEN and thus on our net revenues and may in the future have an adverse effect on our liquidity and financial condition. These adverse effects of the pandemic on us have resulted from the following, among other factors:

•Governments and private parties imposed limitations on in-person access to physicians, which adversely affects us in at least two ways. First, these limitations can affect patient access to treatment. Because ILUVIEN is administered only by an injection into the eye, telemedicine is not a viable substitute when administration of treatment is required. Second, limitations on in-person access to physicians also makes it difficult or impossible for our sales representatives (including those employed by our distributors) to meet with retina specialists and their staff to educate them about ILUVIEN.

•Our business is also negatively affected by patients' concerns in the current environment. Prior to the pandemic, most of our ILUVIEN sales were driven by the use of ILUVIEN to treat diabetic macular edema, or DME. Given that health authorities have cited diabetes as a factor that places a person at higher risk for severe illness from the COVID-19 pandemic, many DME patients are unwilling to visit their physicians in person (even if otherwise permitted) for fear of contracting the COVID-19 coronavirus.

•In addition to the effects of limitations on in-person access to physicians, limitations on travel within and between the countries in which we market and sell ILUVIEN, as well as various types of "shelter in place" orders, have curtailed our in-person marketing activities.

These limitations and other effects of the COVID-19 pandemic have had an adverse impact on our revenues beginning late in the first quarter of 2020 and continuing through the date of this report. We expect these factors to continue to adversely impact our revenue and capital resources, and the extent and duration of that impact is uncertain at this time, particularly in light of the emergence of COVID-19 variants that may increase the transmissibility of the coronavirus or be more deadly, or both. As more and more people in our markets are vaccinated and as governmental restrictions are gradually lifted, however, we look forward to the prospect of a return to more normal conditions later this year and continuing the growth trends we saw prior to the COVID-19 pandemic. (Please refer to "Special Note Regarding Forward-Looking Statements and Projections" above.)





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In response to these developments, we have implemented measures to mitigate the impact of the pandemic on our financial position and operations. These measures include the following:

•We are continuing to manage our cost structure, managing spending where possible to mitigate any anticipated loss of revenue.

•Because we believe that our employees are critical to both (a) serving our customers and patients through alternative forms of engagement as the pandemic-related restrictions continue, and (b) realizing the long-term value of ILUVIEN, we have maintained our staffing levels and do not currently have any plans to reduce them.

Recent Development - Transactions with Ocumension Therapeutics

On April 14, 2021, we entered into a transaction with Ocumension Therapeutics, incorporated in the Cayman Islands with limited liability (Ocumension), or one of its affiliates. In the Ocumension transaction, we received a total of $20.0 million in cash under two agreements:

•a Share Purchase Agreement with Ocumension, pursuant to which we offered and sold to Ocumension 1,144,945 shares of our common stock at a purchase price of $8.734044 per share, or $10.0 million in total; and

•an Exclusive License Agreement (License Agreement) with a wholly owned subsidiary of Ocumension, pursuant to which we granted an exclusive license for the development and commercialization of our 190 microgram fluocinolone acetonide intravitreal implant in applicator under Ocumension's own branded label in China, East Asia, and the Western Pacific, in exchange for an upfront payment of $10.0 million and aggregated potential sales milestone payments of up to $89,000,000 upon achievement by the Ocumension subsidiary of specified amounts of net sales of the licensed product in in the future.

For more information about the Ocumension transaction, see Note 16 of our notes to the accompanying Interim Financial Statements and our Current Report on Form 8-K filed with the SEC on April 14, 2021.

Sources of Revenues

Our revenues for the three months ended March 31, 2021 and 2020 were generated from product sales primarily in the U.S., Germany and the U.K. In the U.S., two large pharmaceutical distributors accounted for 50% and 49% of our consolidated revenues for the three months ended March 31, 2021 and 2020, respectively. These U.S.-based distributors purchase ILUVIEN from us, maintain inventories of ILUVIEN and sell downstream to physician offices, pharmacies and hospitals. Internationally, in countries where we sell direct, our customers are hospitals, clinics and pharmacies. We sometimes refer to physician offices, pharmacies, hospitals and clinics as end users. In international countries where we sell to distributors, these distributors maintain inventory levels of ILUVIEN and sell to their customers.

License Agreement with EyePoint Pharmaceuticals US, Inc.

Under the July 2017 New Collaboration Agreement with EyePoint Pharmaceuticals US, Inc. (EyePoint), we have rights to the technology underlying ILUVIEN for the treatment of (a) human eye diseases, including uveitis, in Europe, the Middle East, and Africa, and (b) human eye diseases other than uveitis worldwide. During the three months ended March 31, 2020, the royalty amount was 6%, which was reduced to 4% due to the recoverable balance of the Future Offset. During the three months ended March 31, 2021, the royalty amount was 6%, which was reduced to 5.2% due to the recoverable balance of the Future Offset. We will pay an additional 2% royalty on future global net revenues and other related consideration in excess of $75,000,000 in any year. (For more information about our agreement with EyePoint, see Note 9 of our notes to the accompanying Interim Financial Statements.)





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Results of Operations

                                                          Three Months Ended
                                                               March 31,
                                                         2021             2020
                                                    (In thousands, except share and
                                                            per share data)
NET REVENUE                                         $        11,214   $      14,535
COST OF GOODS SOLD, EXCLUDING DEPRECIATION AND
AMORTIZATION                                                (1,562)         (1,927)
GROSS PROFIT                                                  9,652          12,608
RESEARCH, DEVELOPMENT AND MEDICAL AFFAIRS EXPENSES            3,213           2,883
GENERAL AND ADMINISTRATIVE EXPENSES                           3,413           2,983
SALES AND MARKETING EXPENSES                                  4,818           5,870
DEPRECIATION AND AMORTIZATION                                   638             654
OPERATING EXPENSES                                           12,082          12,390
(LOSS) INCOME FROM OPERATIONS                               (2,430)             218
INTEREST EXPENSE AND OTHER                                  (1,343)         (1,292)
UNREALIZED FOREIGN CURRENCY GAIN (LOSS), NET                    125            (81)
NET LOSS BEFORE TAXES                                       (3,648)         (1,155)
PROVISION FOR TAXES                                               -            (43)
NET LOSS                                            $       (3,648)   $     (1,198)

NET LOSS PER COMMON SHARE - Basic and diluted $ (0.63) $ (0.24) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted

                                               5,755,424       4,980,722


Net Revenue

We generate revenue from ILUVIEN, our only product. In addition to generating revenue from product sales, we intend to seek to generate revenue from other sources such as upfront fees, milestone payments in connection with collaborative or strategic relationships, and royalties resulting from the licensing of ILUVIEN or any future product candidates and other intellectual property. Additionally, revenue from our international distributors fluctuates depending on the timing of the shipment of ILUVIEN to the distributors and the distributors' sales of ILUVIEN to their customers.

Net revenue decreased by approximately $3.3 million, or 23%, to approximately $11.2 million for the three months ended March 31, 2021, compared to approximately $14.5 million for the three months ended March 31, 2020. The decrease was attributable to a $1.5 million revenue decrease in our U.S. business related to the impact of the COVID-19 pandemic and a $1.9 million revenue decrease in our International business due to lower distributor sales and the negative effect of the COVID-19 pandemic. The COVID-19 pandemic created a slower than anticipated drawdown of inventory and a decrease in demand in both our direct and distributor markets.

Cost of Goods Sold, Excluding Depreciation and Amortization, and Gross Profit

Gross profit is affected by costs of goods sold, which includes costs of manufactured goods sold and royalty payments to EyePoint under the New Collaboration Agreement. Additionally, cost of goods sold by our international distributors fluctuates depending on the revenue share attributable to the respective contract.

Cost of goods sold, excluding depreciation and amortization, decreased by approximately $300,000, or 16%, to approximately $1.6 million for the three months ended March 31, 2021, compared to approximately $1.9 million for the three months ended March 31, 2020. The decrease was primarily attributable to decreased sales in both our U.S. and International markets.

Gross profit decreased by approximately $2.9 million, or 23%, to approximately $9.7 million for the three months ended March 31, 2021, compared to approximately $12.6 million for the three months ended March 31, 2020. Gross margin was 86% and 87% for the three months ended March 31, 2021 and 2020, respectively.

Research, Development and Medical Affairs Expenses

Currently, our research, development and medical affairs expenses are primarily focused on activities that support ILUVIEN and include salaries and related expenses for research and development and medical affairs personnel, including medical science liaisons. Our research,





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development and medical affairs expenses also include costs related to the provision of medical affairs support, including symposia development for physician education, and costs related to compliance with FDA, EEA or other regulatory requirements. We expense both internal and external development costs as they are incurred.

Research, development and medical affairs expenses increased by approximately $300,000, or 10%, to approximately $3.2 million for the three months ended March 31, 2021, compared to approximately $2.9 million for the three months ended March 31, 2020. The increase was primarily attributable to an approximately $530,000 increase in clinical study costs, chiefly consisting of administrative and pass-through costs associated with the NEW DAY Study. This increase was offset by a decrease of approximately $140,000 in travel expenses.

General and Administrative Expenses

General and administrative expenses consist primarily of compensation for employees in executive and administrative functions, including finance, accounting, information technology, training and employee development. Other significant costs include facilities costs and professional fees for accounting and legal services, including legal services associated with obtaining and maintaining patents and managing license agreements. We expect to continue to incur significant costs to comply with the corporate governance, internal control and similar requirements applicable to public companies.

General and administrative expenses increased by approximately $400,000, or 13%, to approximately $3.4 million for the three months ended March 31, 2021, compared to approximately $3.0 million for the three months ended March 31, 2020. The increase in general and administrative expenses were primarily attributable to increases of approximately $350,000 in personnel costs and $180,000 in professional fees, offset by a decrease of approximately $130,000 in travel expenses.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of third-party service fees and compensation for employees for the commercial promotion, the assessment of the commercial opportunity of, the development of market awareness for, the pursuit of reimbursement approval for and the commercialization of ILUVIEN, including launch plans for ILUVIEN in new markets. Other costs include professional fees associated with developing plans for ILUVIEN or any future products or product candidates and maintaining public relations.

Sales and marketing expenses decreased by approximately $1.1 million, or 19%, to approximately $4.8 million for the three months ended March 31, 2021, compared to approximately $5.9 million for the three months ended March 31, 2020. The decrease was primarily due to decreases of $490,000 in travel expenses, $450,000 in marketing costs related to cost controls we implemented to address the COVID-19 pandemic and $100,000 in market access costs.

Operating Expenses

As a result of the increases and decreases in various expenses described above, total operating expenses decreased by approximately $300,000, or 2%, to approximately $12.1 million for the three months ended March 31, 2021, compared to approximately $12.4 million for the three months ended March 31, 2020. The decrease was primarily attributable to a decrease of approximately $1.1 million in sales and marketing expenses, offset by increases of $400,000 in general and administrative expenses and $300,000 in research, development and medical affairs expenses as described above.

Interest Expense and Other

Interest Expense and Other was $1.3 million for both the three months ended March 31, 2021 and 2020.

Basic and Diluted Net Loss Applicable to Common Stockholders per Share of Common Stock

We follow FASB Accounting Standards Codification, Earnings Per Share (ASC 260), which requires the reporting of both basic and diluted earnings per share. Because our preferred stockholders participate in dividends equally with common stockholders (if we were to declare and pay dividends), we use the two-class method to calculate EPS. However, our preferred stockholders are not contractually obligated to share in losses.

Basic EPS is computed by dividing net loss available to stockholders by the weighted average number of shares outstanding for the period. Diluted EPS is calculated in accordance with ASC 260 by adjusting weighted average shares outstanding for the dilutive effect of common stock options, restricted stock units and warrants. In periods where a net loss is recorded, no effect is given to potentially dilutive securities, because the effect would be anti-dilutive.





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Common stock equivalent securities that would potentially dilute basic EPS in the future, but were not included in the computation of diluted EPS because they were either classified as participating and do not share in losses or would have been anti-dilutive, were approximately 1,715,210 for the three months ended March 31, 2021, and 2,434,367 for the three months ended March 31, 2020.

Results of Operations - Segment Review

The following selected unaudited financial and operating data are derived from our Interim Financial Statements. The results and discussions that follow reflect how executive management monitors the performance of our reporting segments.

During the first quarter of 2021, our Chief Executive Officer (CEO), who is our chief operating decision maker (CODM), changed the manner in which the CODM monitors performance, aligns strategies and allocates resources, which resulted in a change in our operating segments. Our operations are now managed as three operating segments: U.S., International and Operating Cost. We determined that each of these operating segments represented a reportable segment. Previously, the business was managed as two operating segments: U.S. and International.

Our U.S. and International segments represent the sales and marketing, general and administrative and research & development activities dedicated to the respective geographies. The Operating Cost segment primarily represents the general & administrative and research & development activities not specifically associated with the U.S. or International segments and include expenses such as executive management; information technology administration and support; legal; compliance; clinical studies; and business development.

Each of our U.S., International and Operating Cost segments is separately managed and is evaluated primarily upon segment income or loss from operations. Other is presented to reconcile to our consolidated totals. We do not report balance sheet information by segment because our CODM does not review that information. We allocate certain operating expenses between our reporting segments based on activity-based costing methods. These activity-based costing methods require us to make estimates that affect the amount of each expense category that is attributed to each segment. Changes in these estimates will directly affect the amount of expense allocated to each segment and therefore the operating profit of each reporting segment.

U.S. Segment

                                                            Three Months Ended
                                                                 March 31,
                                                         2021                 2020
                                                              (In thousands)
NET REVENUE                                         $        5,647        $       7,068
COST OF GOODS SOLD, EXCLUDING DEPRECIATION AND
AMORTIZATION                                                 (751)                (759)
GROSS PROFIT                                                 4,896                6,309
RESEARCH, DEVELOPMENT AND MEDICAL AFFAIRS EXPENSES             725                1,107
GENERAL AND ADMINISTRATIVE EXPENSES                            241                  260
SALES AND MARKETING EXPENSES                                 3,278                4,154
OPERATING EXPENSES                                           4,244                5,521
SEGMENT INCOME FROM OPERATIONS                      $          652        $         788


U.S. Segment - three months ended March 31, 2021 compared to the three months ended March 31, 2020

Net revenue. Net revenue decreased by approximately $1.5 million, or 21%, to approximately $5.6 million for the three months ended March 31, 2021, compared to approximately $7.1 million for the three months ended March 31, 2020. Net revenue during the three months ended March 31, 2021 was negatively affected by the COVID-19 pandemic.

Cost of goods sold, excluding depreciation and amortization. Cost of goods sold, excluding depreciation and amortization, decreased slightly by approximately $10,000, or 1%, to approximately $750,000 for the three months ended March 31, 2021, compared to approximately $760,000 for the three months ended March 31, 2020. Despite the decrease in revenue, cost of goods sold only decreased approximately $10,000 due to the increased costs of manufacturing and inspecting the component parts of ILUVIEN.

Research, development and medical affairs expenses. Research, development and medical affairs expenses decreased by approximately $370,000, or 34%, to approximately $730,000 for the three months ended March 31, 2021, compared to approximately $1.1 million for the





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three months ended March 31, 2020. The decrease was primarily attributable to decreases of approximately $140,000 in personnel costs and $130,000 in consultant costs.

General and administrative expenses. General and administrative expenses decreased by approximately $20,000, or 8%, to approximately $240,000 for the three months ended March 31, 2021, compared to approximately $260,000 for the three months ended March 31, 2020.

Sales and marketing expenses. Sales and marketing expenses decreased by approximately $900,000, or 21%, to approximately $3.3 million for the three months ended March 31, 2021, compared to approximately $4.2 million for the three months ended March 31, 2020. The decrease was primarily attributable to a decrease of approximately $410,000 in marketing costs related to cost controls we implemented to address the COVID-19 pandemic and a decrease of $340,000 in travel expenses resulting from the COVID-19 pandemic.



International Segment

                                                           Three Months Ended
                                                                March 31,
                                                         2021               2020
                                                             (In thousands)
NET REVENUE                                         $        5,567      $       7,467
COST OF GOODS SOLD, EXCLUDING DEPRECIATION AND
AMORTIZATION                                                 (811)            (1,168)
GROSS PROFIT                                                 4,756              6,299
RESEARCH, DEVELOPMENT AND MEDICAL AFFAIRS EXPENSES             941                825
GENERAL AND ADMINISTRATIVE EXPENSES                            587                550
SALES AND MARKETING EXPENSES                                 1,334              1,491
OPERATING EXPENSES                                           2,862              2,866
SEGMENT INCOME FROM OPERATIONS                      $        1,894      $       3,433

International Segment - three months ended March 31, 2021 compared to the three months ended March 31, 2020

Net revenue. Net revenue decreased by approximately $1.9 million, or 25%, to approximately $5.6 million for the three months ended March 31, 2021, compared to approximately $7.5 million for the three months ended March 31, 2020. Net revenue decreased due to lower distributor sales and the negative effect of the COVID-19 pandemic. The COVID-19 pandemic created a slower than anticipated drawdown of inventory and decreased demand.

Cost of goods sold, excluding depreciation and amortization. Cost of goods sold, excluding depreciation and amortization, decreased by approximately $390,000, or 33%, to approximately $810,000 for the three months ended March 31, 2021, compared to approximately $1.2 million for the three months ended March 31, 2020. The decrease was primarily attributable to lower sales.

Research, development and medical affairs expenses. Research, development and medical affairs expenses increased by approximately $110,000, or 13%, to approximately $940,000 for the three months ended March 31, 2021, compared to approximately $830,000 for the three months ended March 31, 2020. The increase was primarily due to an increase of approximately $140,000 in personnel costs.

General and administrative expenses. General and administrative expenses increased by approximately $40,000, or 7%, to approximately $590,000 for the three months ended March 31, 2021, compared to approximately $550,000 for the three months ended March 31, 2020.

Sales and marketing expenses. Sales and marketing expenses decreased by approximately $200,000, or 13%, to approximately $1.3 million for the three months ended March 31, 2021, compared to approximately $1.5 million for the three months ended March 31, 2020. The decrease was primarily attributable to a decrease of approximately $130,000 in travel expenses.





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Operating Cost Segment

                                                     Three Months Ended
                                                         March 31,
                                                      2021        2020
                                                       (In thousands)

RESEARCH, DEVELOPMENT AND MEDICAL AFFAIRS EXPENSES $ 1,538 $ 883 GENERAL AND ADMINISTRATIVE EXPENSES

                     2,396       1,901
SALES AND MARKETING EXPENSES                              143         125
OPERATING EXPENSES                                      4,077       2,909
SEGMENT LOSS FROM OPERATIONS                       $  (4,077)   $ (2,909)

Operating Cost Segment - three months ended March 31, 2021 compared to the three months ended March 31, 2020

Research, development and medical affairs expenses. Research, development and medical affairs expenses increased by approximately $620,000, or 70%, to approximately $1.5 million for the three months ended March 31, 2021, compared to approximately $880,000 for the three months ended March 31, 2020. The increase was primarily attributable to an increase of approximately $560,000 in clinical study costs associated with the NEW DAY Study.

General and administrative expenses. General and administrative expenses increased by approximately $500,000, or 26%, to approximately $2.4 million for the three months ended March 31, 2021, compared to approximately $1.9 million for the three months ended March 31, 2020. The increase was primarily attributable to increases of approximately $280,000 in personnel costs and $210,000 in professional fees.



Sales and marketing expenses. Sales and marketing expenses increased by
approximately $10,000, or 8%, to approximately $140,000 for the three months
ended March 31, 2021, compared to approximately $130,000 for the three months
ended March 31, 2020.

Other

                                                      Three Months Ended
                                                           March 31,
                                                      2021           2020
                                                        (In thousands)

RESEARCH, DEVELOPMENT AND MEDICAL AFFAIRS EXPENSES $ 9 $ 68 GENERAL AND ADMINISTRATIVE EXPENSES

                       189            272
SALES AND MARKETING EXPENSES                               63            100
DEPRECIATION AND AMORTIZATION                             638            654
OPERATING EXPENSES                                        899          1,094
SEGMENT LOSS FROM OPERATIONS                       $    (899)      $ (1,094)

Our CEO, who is our chief operating decision maker, manages and evaluates our U.S., International and Operating Cost segments based upon segment income or loss from operations adjusted for certain non-cash items, such as stock-based compensation expense and depreciation and amortization. We classify the non-cash expenses included in research, development and medical affairs expenses, general and administrative expenses, and sales and marketing expenses within the Other within our Interim Financial Statements.

Operating expenses in the Other decreased by approximately $200,000, or 18%, to $900,000 for the three months ended March 31, 2021, compared to approximately $1.1 million for the three months ended March 31, 2020. This decrease is primarily attributable to a decrease of $180,000 in global stock-based compensation expenses.

Depreciation and amortization was approximately $640,000 and $650,000 for the three months ended March 31, 2021 and 2020, respectively.





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Liquidity and Capital Resources

Overview

Since inception, we have incurred recurring losses, negative cash flow from operations and have accumulated a deficit in stockholders' equity of $396.6 million as of March 31, 2021. Although our cash position declined from $11.2 million as of December 31, 2020 to approximately $8.3 million as of March 31, 2021, in mid-April 2021 we received a total of $20.0 million in cash from the Ocumension transaction described above. We intend to use these funds to continue to commercialize ILUVIEN®, to fund our NEW DAY clinical trial and for general corporate purposes, which may include working capital, capital expenditures, other clinical trial expenditures, acquisitions of new technologies, products or businesses in ophthalmology, and investments.

As explained above in "Effects of the COVID-19 Pandemic," the unprecedented events of the COVID-19 pandemic, and its unpredictable duration, in the regions where we have customers, employees and distributors have had an adverse effect on our sales of ILUVIEN and thus on our net revenues and capital resources. The extent and duration of that impact is uncertain at this time, particularly in light of the emergence of COVID-19 variants that may increase the transmissibility of the coronavirus or be more deadly, or both.

Since January 2019, we have funded our operations through (a) cash received from our sales; (b) net proceeds of the 2018 and 2019 Solar Loan and Security Agreements that we obtained in January 2018 and December 2019, respectively; (c) a $1.0 million sale of common stock to a private investor in October 2019; (d) an approximately $1,778,000 loan (the PPP Loan) we obtained in April 2020 under the Paycheck Protection Program established as part of the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act; which was forgiven in its entirety, including interest, on April 16, 2021; and (e) the $20.0 million in funds we obtained in April 2021 as a result of the Ocumension transaction. Our loans do not include a revolving loan feature and have been fully advanced by the respective lenders. We currently have no additional borrowing capacity, and the 2019 Solar Loan Agreement generally prohibits any additional debt unless we obtain the prior consent of Solar Capital.

Indebtedness

2019 Solar Loan Agreement. On December 31, 2019, we refinanced our then existing $40.0 million loan and security agreement with Solar Capital and other lenders by entering into the $45.0 million 2019 Solar Loan Agreement with Solar Capital as Collateral Agent (Agent), and certain other lenders, including Solar Capital in its capacity as a lender. Under the 2019 Solar Loan Agreement, we borrowed $42.5 million on December 31, 2019 and $2.5 million on February 21, 2020 (the Solar Loan). The Solar Loan matures on July 1, 2024. We used the initial proceeds of the Solar Loan to pay off the previous $40.0 million 2018 Solar Capital loan, along with related prepayment, legal and other fees and expenses totaling approximately $2.3 million, which included $2.2 million in fees to Solar Capital. We used the remaining proceeds of the Solar Loan to provide additional working capital for general corporate purposes during 2020 and the first quarter of 2021.

On May 1, 2020, we entered into a First Amendment (the Amendment) to the 2019 Solar Loan Agreement. The Amendment included revised covenants that applied to our financial performance during 2020, all of which we met. The Amendment, among other things, required that a minimum revenue covenant be measured at March 31, 2021 and at the last day of each quarter thereafter, with the minimum revenue amount equal to a percentage of our projected revenues in accordance with a plan we submitted to Agent in February 2021, and with such plan to be approved by our board of directors (the Board) and Agent in its sole discretion.

On March 30, 2021, we entered into a Second Amendment (the Amendment) to the 2019 Solar Loan Agreement. The Amendment, among other things:

(a)reflected Agent's consent to our delivery of Board-approved annual financial projections for 2021 by April 1, 2021 (which we have delivered);

(b)specified the minimum revenue amount, calculated on a trailing six-month basis and tested at the end of each calendar quarter in 2021, that we must achieve for each such period (Revenue Covenant);

(c)required that the Revenue Covenant be tested at March 31, 2022 and at the last day of each quarter thereafter, with the minimum revenue amount equal to a percentage of our projected revenues in accordance with an annual plan submitted by us to Agent by January 15th of such year, such plan to be approved by our Board and Agent in its sole discretion; and

(d)provided that in future years we must deliver to Agent and the Lenders as soon as available after approval thereof by our Board, but no later than the earlier of (x) 15 days after such approval and (y) February 28 of such year, our annual financial projections for the





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entire current fiscal year as approved by our Board; provided that any revisions to such projections approved by our Board shall be delivered to Agent and the Lenders no later than seven days after such approval.

Paycheck Protection Program Loan. On April 22, 2020, we received an approximately $1,778,000 loan (the PPP Loan) under the Paycheck Protection Program established by the U.S. Small Business Administration as part of the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act. The PPP Loan was unsecured and was evidenced by a note in favor of HSBC Bank USA, National Association (HSBC) as the lender. On July 21, 2020, we submitted an application to HSBC for forgiveness of the PPP Loan. The PPP Loan was forgiven in its entirety, including interest, on April 16, 2021.

Recent $20.0 million Capital Infusion from Ocumension

On April 14, 2021, we entered into the Share Purchase Agreement with Ocumension Therapeutics, pursuant to which we offered and sold to Ocumension 1,144,945 shares of our common stock, at a purchase price of $8.734044 per share. The number of shares sold was equal to 19.9% of the number of shares of common stock outstanding immediately before the closing. The aggregate gross proceeds from the sale of the shares were $10.0 million. In addition, we received a $10.0 million upfront license payment from a subsidiary of Ocumension pursuant to an exclusive license agreement in which we granted an exclusive license for the development and commercialization of our 190 microgram fluocinolone acetonide intravitreal implant in applicator under Ocumension's own branded label in China, East Asia, and the Western Pacific. For more information about the Ocumension transaction, see Recent Development - Transactions with Ocumension Therapeutics above in this Item 2, Note 16 of our notes to the accompanying Interim Financial Statements, and our Current Report on Form 8-K filed with the SEC on April 14, 2021.

Current Cash Position

As of March 31, 2021, we had approximately $8.3 million in cash and cash equivalents, compared to $11.2 million as of December 31, 2020. In mid-April 2021, however, we received gross proceeds of $20.0 million in cash from the Ocumension transaction described above. We have historically experienced seasonality in our first quarter revenue each year. Given that seasonality and the ongoing effects of the COVID-19 pandemic, we anticipated a corresponding negative effect on our cash position as of March 31, 2021. In response to the effects of the COVID-19 pandemic, we have adjusted, and we expect to continue to adjust, our commercial spending to continue to operate with our existing cash resources. Even after the Ocumension transaction, we may need to raise additional capital to fund our business strategy, including the continued commercialization of ILUVIEN and the retention of our current employees and staff. The actual amount of funds that we may need will depend on many factors, some of which are beyond our control. See "Effects of the COVID-19 Pandemic" in this Item 2 above for an explanation of our strategy to conserve our cash and otherwise mitigate the impact of the pandemic on our financial position and operations.

We cannot be sure that additional financing will be available when needed or that, if available, the additional financing could be obtained on terms that are not significantly detrimental to us or our stockholders. If we were to raise additional funds by issuing equity securities, substantial dilution to existing stockholders could result, and the terms of any new equity securities may have a preference over our common stock. If we were to attempt to raise additional funds through strategic collaboration agreements, we may not be successful in obtaining those agreements, or in receiving milestone or royalty payments under them. If we were to attempt to raise additional funds through debt financing, we would be required to obtain the permission or participation of Solar Capital, which we might not be able to obtain. Our recurring losses and any potential needs to raise capital create substantial doubt about our ability to continue as a going concern for the next 12 months following the issuance of the Interim Financial Statements for the filing of this Form 10-Q.

Sources and Uses of Cash for the three months ended March 31, 2021 compared to the three months ended March 31, 2020

For the three months ended March 31, 2021, cash used in our operations was approximately $2.5 million. The cash used in our operations was primarily due to our net loss of $3.6 million and a decrease in accounts payable, accrued expenses and other current liabilities of $1.3 million. Cash used in operations for the three months ended March 31, 2021 was offset by a decrease in accounts receivable of $1.3 million, $640,000 of non-cash depreciation and amortization, $260,000 of non-cash stock-based compensation expense, $240,000 for non-cash interest expense associated with the amortization of our debt discount and a $110,000 decrease in inventory.

For the three months ended March 31, 2020, cash provided by our operations was approximately $550,000. The cash provided by our operations was primarily due to our net loss of $1.2 million, offset by $650,000 of non-cash depreciation and amortization, $440,000 of non-cash stock-based compensation expense and $240,000 of non-cash interest expense associated with the amortization of our debt discount. Further reducing cash from operations was a $2.8 million net decrease in accounts payable, accrued expenses and other current liabilities and a $150,000 decrease in long-term liabilities. These were offset by a $3.0 million decrease in accounts receivable, a $180,000 decrease in inventory and a $50,000 decrease in prepaid expenses and other current assets.





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For the three months ended March 31, 2021, net cash used in our investing activities was approximately $80,000, which was primarily due to capital expenditures associated with the transfer of manufacturing to the facility at Cadence.

For the three months ended March 31, 2020, net cash used in our investing activities was approximately $25,000, which was due to the purchase of property and equipment.

For the three months ended March 31, 2021, net cash used in our financing activities was approximately $60,000, which was primarily due to payments of finance lease obligations.

For the three months ended March 31, 2020, net cash provided by our financing activities was approximately $2.4 million, which was primarily due to borrowing the remaining $2.5 million under the 2019 Solar Loan Agreement.

Contractual Obligations and Commitments

On October 30, 2020, we entered into a Manufacturing Services Agreement (the Cadence Agreement) with Cadence, Inc., under which Cadence will manufacture certain component parts of the ILUVIEN applicator (the components) at its facility near Pittsburgh, Pennsylvania. Under the Cadence Agreement, we will pay certain per-unit prices based on regularly scheduled shipments of a minimum number of components. The initial term of the Cadence Agreement expires on October 30, 2025. After the expiration of the initial term, the Cadence Agreement will automatically renew for separate but successive one-year terms unless either party provides written notice to the other party that it does not intend to renew the Cadence Agreement at least 24 months before the end of the term. The Cadence Agreement may be terminated by either party under certain circumstances. To date, we have been in the process of transferring the manufacturing of parts to Cadence and have spent cash resources to purchase new equipment, to update clean room facilities and to assist in the regulatory approval process.

In January 2020, we entered into an agreement with the first of two contract research organizations (CROs) for clinical and data management services to be performed in connection with a multicenter, single masked, randomized and controlled trial designed to generate prospective data evaluating ILUVIEN as a baseline therapy in the treatment of DME and demonstrate its advantages over using the current standard of care of repeat anti-VEGF injections (the NEW DAY Study). The NEW DAY Study is planned to enroll 320 treatment-naïve, or almost naïve, DME patients in approximately 42 sites around the U.S. For the three months ended March 31, 2021, we incurred $895,000 of expense associated with the NEW DAY Study. As of March 31, 2021, we expect to incur approximately an additional $11,100,000 of expense associated with the study through December 31, 2024.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, that would have been established to facilitate off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of SEC Regulation S-K) or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships. We enter into guarantees in the ordinary course of business related to the guarantee of our own performance and the performance of our subsidiaries.

Impact of Recent Accounting Pronouncements

See Note 3 of our notes to Interim Financial Statements for a description of recent accounting pronouncements, including the expected dates of adoption and expected effects on results of operations and financial condition, if known.

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