Talphera, Inc. Files 8-K on Equity Sales

TL;DR

Talphera (ACRX) filed an 8-K for unregistered equity sales & other events on Oct 20.

AI Summary

On October 20, 2025, Talphera, Inc. reported on unregistered sales of equity securities and other events. The company, formerly known as AcelRx Pharmaceuticals Inc., is incorporated in Delaware and headquartered in San Mateo, California.

Why It Matters

This filing provides insight into recent equity transactions and other corporate developments for Talphera, Inc., which could impact investors' understanding of the company's financial structure.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of unregistered equity sales and other events, not indicating immediate financial distress or significant new risks.

Key Numbers

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

Key Players & Entities

• TALPHERA, INC. (company) — Registrant
• ACELRX PHARMACEUTICALS INC (company) — Former company name
• October 20, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• San Mateo, California (location) — Principal Executive Offices
• 650-216-3500 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value TLPH The Nasdaq Global Ma
• $0.586 — of common stock at a purchase price of $0.586 per share; and Pre-funded warrants at
• $0.585 — -funded warrants at a purchase price of $0.585 per pre-funded warrant to purchase up t
• $1.6 m — he private placement were approximately $1.6 million, and excluding the proceeds, if a
• $1.00 — e for our common stock had closed below $1.00 per share for 30 consecutive business d
• $1.00 b — 1, 2025, to regain compliance with the $1.00 bid price requirement, as set forth in Na

Filing Documents

• acrx20251021_8k.htm (8-K) — 33KB
• 0001437749-25-031468.txt ( ) — 162KB
• tlph-20251020.xsd (EX-101.SCH) — 3KB
• tlph-20251020_def.xml (EX-101.DEF) — 11KB
• tlph-20251020_lab.xml (EX-101.LAB) — 15KB
• tlph-20251020_pre.xml (EX-101.PRE) — 11KB
• acrx20251021_8k_htm.xml (XML) — 3KB

02 Sale of Unregistered Securities

Item 3.02 Sale of Unregistered Securities Securities Purchase Agreement As previously disclosed, on March 31, 2025, Talphera, Inc., or Talphera, entered into a securities purchase agreement, or the Purchase Agreement, with several institutional investors and a member of management (collectively, the Purchasers), relating to the issuance and sale in a private placement in three separate tranches of (i) shares of its common stock, par value $0.001 per share and (ii) pre-funded warrants to purchase shares of common stock. The first closing of the private placement occurred on April 2, 2025. On October 21, 2025, certain Purchasers waived the conditions of subsections 2.3(a)(i) and 2.4(a)(i) of the Purchase Agreement to effect both the second closing and third closing of the private placement with respect to such Purchasers only (collectively, the Optional Closing), and we issued and sold to such Purchasers: 1,023,890 shares of common stock at a purchase price of $0.586 per share; and Pre-funded warrants at a purchase price of $0.585 per pre-funded warrant to purchase up to an aggregate of 1,706,484 shares of common stock at an exercise price of $0.001 per share. The pre-funded warrants will be exercisable immediately following the Optional Closing and have an unlimited term and an exercise price of $0.001 per share. The aggregate gross proceeds to Talphera from Optional Closing of the private placement were approximately $1.6 million, and excluding the proceeds, if any, from the exercise of the pre-funded warrants issued at the Optional Closing. The Purchase Agreement contains customary representations, warranties and agreements by Talphera, customary conditions to closing, and indemnification obligations of Talphera and the Purchasers. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of a specific date, were solely for the benefit of the parties to the respective Purc

01 Other Events

Item 8.01 Other Events As previously announced, on December 6, 2024, the Listing Qualifications Staff, or the Staff, of the Nasdaq Stock Market notified Talphera that the bid price for our common stock had closed below $1.00 per share for 30 consecutive business days and, as a result, Talphera no longer satisfied Nasdaq Listing Rule 5450(a)(1), the minimum bid price requirement applicable to The Nasdaq Global Select Market issuers. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we were afforded an initial 180-calendar day grace period, through June 4, 2025, to regain compliance with the minimum bid price requirement. Issuers listed on The Nasdaq Global Select Market are not eligible for a second 180-day grace period under the Nasdaq Listing Rules. However, based upon our compliance with the various criteria required under Nasdaq Listing Rule 5810(c)(3)(A)(ii) to obtain a second 180-day grace period applicable to issuers listed on The Nasdaq Capital Market, we applied and transferred the listing of our common stock to The Nasdaq Capital Market at the opening of business on May 30, 2025. On June 5, 2025, we received a written notice from the Staff granting Talphera an additional 180 days, until December 1, 2025, to regain compliance with the $1.00 bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2). On October 20, 2025, we were notified that we had regained compliance with such minimum price requirement, as the closing bid price of our common stock had been at least $1.00 per share for a minimum of 10 consecutive business days ending October 17, 2025.

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: October 22, 2025 Talphera, Inc. By: /s/ Raffi Asadorian Name: Raffi Asadorian Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR