Talphera Inc SEC Filings

Talphera, Inc. is registering for resale up to 639,931 shares of common stock and up to 6,399,316 shares issuable upon exercise of pre-funded warrants held by selling stockholders. The prospectus covers resale by those holders; the issuer will receive no proceeds from these resales.

The shares were issued in a March 31, 2025 private placement (purchase prices of $0.586 per share and $0.585 per pre-funded warrant), and the selling stockholders may sell shares from time to time through public or private transactions under various methods described in the plan of distribution. Talphera’s common stock trades on Nasdaq under the symbol TLPH; the last reported sale price shown is $0.8012 per share as of March 23, 2026. Shares outstanding were 50,049,824 as of March 16, 2026.

TALPHERA, INC. Chief Executive Officer Vincent J. Angotti purchased 213,310 shares of common stock in an open-market transaction at $0.586 per share. Following this purchase, he directly owns 800,705 common shares. Footnotes note these shares relate to the third tranche closing of a PIPE financing and that the balance includes 10,000 shares acquired through the company’s employee stock purchase plan.

Talphera, Inc. registers the resale by selling stockholders of up to 639,931 shares of common stock and up to 6,399,316 shares of common stock issuable upon exercise of pre-funded warrants.

The prospectus states these securities were issued in the Third Closing of a private placement dated March 31, 2025, and that Talphera will not receive proceeds from resales by the selling stockholders. The selling holders may sell the shares from time to time through public or private transactions; cash-flow treatment is described as proceeds to the selling stockholders. The prospectus discloses 50,049,824 shares of common stock outstanding as of March 16, 2026 and a last reported sale price of $0.8012 per share on March 23, 2026.

Talphera, Inc. filed its 2025 annual report outlining a specialty pharma business focused on hospital-based therapies, led by Niyad, a nafamostat-based regional anticoagulant for continuous renal replacement therapy.

The company reports substantial doubt about its ability to continue as a going concern and expects to incur significant losses, needing additional capital to fund operations and Niyad’s registrational trial. Niyad has FDA Breakthrough Device Designation and an ongoing Phase 3 NEPHRO CRRT study, with PMA submission planned after trial completion. Talphera also owns LTX-608 as a second nafamostat candidate and is evaluating discontinuation of its pre-filled syringe programs to prioritize nafamostat. DSUVIA was divested, with future upside tied to Department of Defense-related economics and a sale of future payments to XOMA. As of March 18, 2026, common stock outstanding was 50,049,824 shares.

Talphera, Inc. reported fourth quarter and full year 2025 results and updated progress on its NEPHRO CRRT registrational study for Niyad, a nafamostat-based anticoagulant. For Q4 2025, the company recorded no revenue and a net loss of $3.8 million, compared with a net loss of $1.9 million a year earlier. For full year 2025, revenue was $28,000 and net loss was $14.3 million versus a net loss of $13.0 million in 2024, while total operating expenses declined to about $13.5 million from $15.3 million. Cash, cash equivalents and investments were $20.4 million at December 31, 2025, up from $8.9 million a year earlier, supported in part by closing a $4.1 million financing tranche linked to 50% enrollment in the NEPHRO CRRT study. The trial has enrolled 35 of 70 planned patients, with all 12 active sites able to recruit, and completion is expected in 2026. Talphera guided 2026 cash operating expenses to $17–18 million and scheduled a virtual investor and analyst day to discuss its business and clinical progress.

Nantahala Capital Management-linked funds acquired 4,266,211 pre-funded warrants to purchase Talphera common stock at $0.585 per warrant, with an exercise price of $0.001 per share. These warrants are exercisable indefinitely, bringing the reporting group’s total to 18,822,267 warrants held indirectly. Nantahala, Wilmot B. Harkey, and Daniel Mack may be deemed beneficial owners but each disclaims ownership beyond their pecuniary interest.

Talphera, Inc. completed the third closing of a previously arranged private placement, raising approximately $4.1 million in gross proceeds from institutional investors and a member of management.

The funding came through unregistered sales of common stock and pre-funded warrants under Section 4(a)(2) and Regulation D. Under a related registration rights agreement, Talphera agreed to file resale registration statements for the shares and warrant shares within 15 days of each closing and to use reasonable best efforts to have them declared effective, including a 90-day outside date following a full SEC review.

Talphera, Inc. reported that Nasdaq has notified the company it is out of compliance with the exchange’s minimum bid price rule, which requires a closing bid of at least $1.00 per share for 30 consecutive business days. The company’s Nasdaq Capital Market listing is not immediately affected.

Talphera has 180 calendar days, until September 7, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for ten consecutive business days. If it fails to do so, it may qualify for an additional 180-day period or face potential delisting if it cannot demonstrate a viable plan to cure the deficiency.

Talphera, Inc. chief executive officer Vincent J. Angotti reported several equity transactions in company stock. On February 12, 2026, he made an open-market purchase of 105,364 shares of common stock at $0.8123 per share, increasing his direct ownership.

That same day, he received a grant of stock options for 594,000 shares, which vest over four years, with one quarter vesting on the one-year anniversary of the grant and the remainder vesting in 36 monthly installments. On February 10 and 14, 2026, a total of 12,738 shares of common stock were surrendered to cover tax withholdings tied to restricted stock unit vesting. After the February 14 tax-withholding disposition, his direct common stock holdings were 577,395 shares, which include a non-reportable acquisition of 10,000 shares through the company’s employee stock purchase plan.