Talphera, Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Talphera signed a big deal and sold stock, filing it all on 9/10.

AI Summary

On September 7, 2025, Talphera, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on September 10, 2025.

Why It Matters

This 8-K filing indicates significant corporate activity for Talphera, Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks related to deal terms and dilution.

Key Numbers

• 001-35068 — SEC File Number (Identifies the company's filing history with the SEC.)
• 41-2193603 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Talphera, Inc. (company) — Registrant
• September 7, 2025 (date) — Date of earliest event reported
• September 10, 2025 (date) — Filing date
• 1850 Gateway Drive, Suite 175, San Mateo, California 94404 (address) — Principal Executive Offices
• Acelrx Pharmaceuticals Inc (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value TLPH The Nasdaq Capital M
• $0.55 — of common stock at a purchase price of $0.55 per share; and Pre-funded warrants to
• $0.549 — of common stock at a purchase price of $0.549 per share and an exercise price of $0.0
• $17 m — he private placement were approximately $17 million, before deducting estimated expen
• $12 million — to purchase an additional approximately $12 million of shares of common stock or pre-funded
• $0.6875 — ubsequent five trading days is at least $0.6875 per share (as adjusted for reverse and

Filing Documents

• acrx20250909_8k.htm (8-K) — 43KB
• ex_860248.htm (EX-10.1) — 276KB
• ex_860249.htm (EX-10.2) — 271KB
• ex_860250.htm (EX-10.3) — 177KB
• ex_860251.htm (EX-10.4) — 99KB
• 0001437749-25-028787.txt ( ) — 1179KB
• tlph-20250907.xsd (EX-101.SCH) — 3KB
• tlph-20250907_def.xml (EX-101.DEF) — 12KB
• tlph-20250907_lab.xml (EX-101.LAB) — 15KB
• tlph-20250907_pre.xml (EX-101.PRE) — 12KB
• acrx20250909_8k_htm.xml (XML) — 3KB

01 Unregistered Sale of Securities

Item 1.01 Unregistered Sale of Securities Securities Purchase Agreement On September 7, 2025, Talphera, Inc., or Talphera, entered into securities purchase agreements, or the Purchase Agreements, with CorMedix Inc., or CorMedix, a publicly traded life science company, and several institutional investors, (collectively, the Purchasers), relating to the issuance and sale in a private placement of shares of its common stock, par value $0.001 per. At the first closing of the private placement on September 10, 2025, we issued and sold to the Purchasers: 25,036,360 shares of common stock at a purchase price of $0.55 per share; and Pre-funded warrants to purchase up to an aggregate of 5,845,455 shares of common stock at a purchase price of $0.549 per share and an exercise price of $0.001 per share. The pre-funded warrants are exercisable immediately following the first closing and have an unlimited term and an exercise price of $0.001 per share. The aggregate gross proceeds to Talphera from the first closing of the private placement were approximately $17 million, before deducting estimated expenses payable by Talphera. The Purchasers, other than CorMedix, have also agreed to purchase an additional approximately $12 million of shares of common stock or pre-funded warrants to purchase shares of common stock in lieu thereof in a second closing. The second closing will occur if we announce the achievement of the primary endpoint in the NEPHRO CRRT study, and then following such announcement the average VWAP of the common stock for each of the immediately subsequent five trading days is at least $0.6875 per share (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the common stock that occur after the date of the Purchase Agreements and prior to the second closing date (which is 125% of the per share purchase price)). The Purchase Agreements contain customary representations, warranties and agreement

02 Unregistered Sale of Securities

Item 3.02 Unregistered Sale of Securities The information contained above in Item 1.01 relating to the private placement is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale of the securities described above are being offered and sold in a private placement under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirement of the Securities Act and such applicable state securities laws. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of Talphera.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1 Form of Securities Purchase Agreement, dated September 7, 2025 by and between Talphera, Inc. and the Purchasers 10.2 Securities Purchase Agreement, dated September 7, 2025 between Talphera, Inc. and CorMedix Inc. 10.3 Form of Registration Rights Agreement, dated September 7, 2025, by and between Talphera, Inc. and the Purchasers 10.4 Form of Pre-Funded Warrant (September 2025) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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. Date: September 10, 2025 Talphera, Inc. By: /s/ Raffi Asadorian Name: Raffi Asadorian Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR