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acelrx pharmaceuticals inc. is a specialty pharmaceutical company focused on the development and commercialization of innovative therapies for the treatment of moderate-to-severe acute pain. the company’s product candidates, dsuvia™ (known as arx-04 outside of the united states) and zalviso®, are designed to deliver sufentanil, a strong opioid analgesic, via a non-invasive, sublingual formulation in medical supervised settings. dsuvia is designed to deliver sublingual tablets containing 30 mcg sufentanil via a disposable, pre-filled, single-dose applicator. the phase 3 clinical program has completed and assessed the investigational product in the treatment of moderate-to-severe acute pain in patients who had undergone surgery or who presented to an emergency room with trauma or injury. in clinical studies, dsuvia demonstrated reductions in pain intensity as early as 15-to-30 minutes after the start of dosing and the most common adverse events included nausea, headache, dizziness, and vTalphera, Inc. (TLPH) reported results of its 2025 Annual Meeting. Stockholders elected three Class II directors and ratified BPM LLP as auditor for the year ending December 31, 2025. An advisory vote approved executive compensation, and stockholders favored holding the advisory vote every year.
Equity plans were approved: the amended and restated 2020 Equity Incentive Plan and the amended and restated 2011 Employee Stock Purchase Plan. Stockholders also approved an amendment authorizing a reverse stock split at a ratio of not less than 1-for-10 and not greater than 1-for-30, at the Board’s discretion within 12 months solely if advisable to regain Nasdaq minimum bid compliance.
A total of 9,778,006 shares were represented out of 20,522,655 entitled to vote. The company noted it had already regained compliance with Nasdaq’s $1.00 minimum bid price based on 10 consecutive trading days ending October 17, 2025.
Talphera, Inc. completed an optional second and third closing of its previously disclosed private placement, generating approximately $1.6 million in aggregate gross proceeds, excluding any proceeds from future exercises of the pre-funded warrants issued at this closing.
The company reiterated existing registration rights, agreeing to file registration statements for the resale of common shares issued in the private placement and shares underlying pre-funded warrants within 15 days of the applicable closing, and to use reasonable best efforts to have them declared effective as promptly as practical, and in any event within 90 days in the event of a full SEC review.
Separately, Talphera was notified on October 20, 2025 that it regained compliance with Nasdaq’s minimum bid price requirement, after the closing bid price met or exceeded $1.00 for 10 consecutive business days ending October 17, 2025, following its earlier transfer to The Nasdaq Capital Market.
Talphera appointed Joseph Todisco as a Class III director and compensation committee member, serving until the 2026 annual meeting. In connection with his appointment, he received 6,397 restricted stock units and options to purchase 38,381 shares at an exercise price of $1.11, vesting in three equal annual installments beginning on October 14, 2025, subject to continued service. The company also intends to enter into a non‑employee director indemnification agreement with him.
The board seat was designated under a securities purchase agreement with CorMedix. While CorMedix and affiliates beneficially own at least 25% of the shares it purchased at the first closing, it may designate one Talphera director. The agreement grants CorMedix a 60‑day Right of First Negotiation following Talphera’s public announcement of achieving the primary endpoint and topline results in the NEPHRO CRRT study for Niyad, during which Talphera will not engage with other parties on a similar transaction. If no agreement is reached, for nine months from that announcement Talphera will not enter a similar deal on less favorable financial terms without CorMedix’s consent. The right ends upon a public termination of the study before the primary endpoint or on December 31, 2027.
Talphera, Inc. (TLPH) filed a Form 3 for director Joseph Todisco. The filing states that no securities are beneficially owned by the reporting person as of the event date 10/14/2025. The form indicates it was filed by one reporting person and reflects Todisco’s role as a director.
Talphera, Inc. (TLPH) reported a director equity grant on a Form 4. On 10/15/2025, the director received 6,397 restricted stock units at $0 and a stock option for 38,381 shares with a $1.11 exercise price.
Both the RSUs and the option vest in three equal annual installments on October 14, 2026, October 14, 2027, and October 14, 2028, with continuous service required for the option. Following these transactions, the filing lists 6,397 shares of common stock and 38,381 options as directly owned.
Talphera, Inc. is registering for resale up to 25,036,360 shares of common stock and 5,845,455 shares of common stock issuable upon exercise of pre-funded warrants held by existing investors. These securities were issued in a private placement completed on September 7, 2025 at purchase prices of $0.55 per share and $0.549 per pre-funded warrant, for aggregate gross proceeds of approximately $17.0 million before expenses. Talphera is not selling any shares in this offering and will not receive proceeds from resales by the selling stockholders.
The company may receive additional capital from a potential second closing of the private placement for about $12.0 million if its Niyad NEPHRO CRRT study meets its primary endpoint and the stock’s volume-weighted average price meets a specified threshold. As of September 15, 2025, Talphera had 45,585,728 shares of common stock outstanding. Certain holders, including Nantahala and CorMedix, have board nomination and, in CorMedix’s case, acquisition negotiation rights tied to future Niyad clinical milestones.
Talphera, Inc. has filed a resale registration covering up to 25,036,360 shares of common stock and 5,845,455 additional shares issuable upon exercise of pre-funded warrants, all to be sold from time to time by existing selling stockholders.
These securities were issued in a September 7, 2025 private placement that raised approximately $17.0 million at $0.55 per share and $0.549 per pre-funded warrant in an initial closing, with an additional $12.0 million second closing contingent on achieving the primary endpoint in the Niyad NEPHRO CRRT study and a volume-weighted average price of at least $0.6875 per share over five days. Talphera is not selling any shares in this prospectus and will not receive proceeds from stockholder resales. As of September 15, 2025, 45,585,728 shares of common stock were issued and outstanding.
Laurence W. Lytton and the Lytton-Kambara Foundation each report shared beneficial ownership of 3,636,364 shares of Talphera, Inc. common stock, representing 8.0% of the class. The filing states the percentage was calculated using 20,522,655 shares outstanding as of August 7, 2025, and 25,036,360 shares issued in a private placement on September 10, 2025. Both reporting persons disclose no sole voting or dispositive power and shared voting and dispositive power over the reported shares. The certification affirms the shares were not acquired to change or influence control of the issuer.
Talphera, Inc. filed a Form D announcing a Rule 506(b) exempt offering of equity and related option securities. The company registered a total offering size of $28,969,997, of which $16,984,999 has been sold and $11,984,998 remains available. The notice lists 13 investors so far and indicates the issuer intends the offering to remain open for more than one year.
The filing shows a $0 minimum investment, no sales commissions or finders' fees reported, and no proceeds designated for executive officers, directors, or promoters. The Form D was signed by CFO Raffi Asadorian.
Talphera, Inc. filed a Current Report on Form 8-K disclosing a registration rights agreement related to a private placement dated September 7, 2025. Under the agreement the company agreed to file registration statements covering resale of the common stock issued in the private placement no later than 15 days following the applicable closing date and to use reasonable best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 90 days following the applicable closing date if the SEC conducts a full review. The filing states the offering was made in a private placement under Section 4(a)(2) of the Securities Act and Regulation D, and the securities have not been registered. The form of the Registration Rights Agreement is filed as Exhibit 10.3, alongside the purchase agreement and warrant forms listed in Item 9.01.
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