TALPHERA, INC. (TLPH): M&A transaction — AcelRx closes sale of DSUVIA to Alora for up to $116.5M in milestones; repays Oxford loan

TALPHERA, INC.

Closed divestment of DSUVIA to Alora Pharmaceuticals on April 3, 2023; received ~$2.7M from Aguettant and Alora at closing.
Consideration includes $1.1M upfront, 15% royalty on commercial sales, 75% on DoD sales, and up to $116.5M in milestones.
Fully repaid $5.4M Oxford loan with no prepayment penalties; company becomes debt-free after transaction.
Pro forma financials reflect removal of DSUVIA-related revenues and expenses; focus shifts to Niyad and Fedsyra pipeline.
Amended Aguettant agreements include €1.5M complementary payment and termination of certain sales milestones.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

TALPHERA, INC. completed a disposition involving Vertical Pharmaceuticals, LLC (a wholly owned subsidiary of Alora Pharmaceuticals, LLC) for approximately $2.7 million from Alora Pharmaceuticals and Aguettant (closed 2023-04-03).

Action: disposition
Counterparty: Vertical Pharmaceuticals, LLC (a wholly owned subsidiary of Alora Pharmaceuticals, LLC)
Consideration: approximately $2.7 million from Alora Pharmaceuticals and Aguettant
Closing: 2023-04-03

Exact text from the filing

ex_498276.htm Exhibit 99.1 AcelRx Pharmaceuticals Announces Closing of Divestment of DSUVIA ® to Alora Pharmaceuticals In connection with closing, AcelRx received approximately $2.7 million from Alora Pharmaceuticals and Aguettant AcelRx announces full repayment of its senior loan with Oxford Finance HAYWARD, Calif., April 5, 2023 -- AcelRx Pharmaceuticals, Inc.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.85

TALPHERA, INC. terminated Loan and Security Agreement with Oxford Finance LLC valued at $5.4 million outstanding at December 31, 2022 (effective 2023-04-07).

Action: termination
Agreement: credit facility
Counterparty: Oxford Finance LLC
Value: $5.4 million outstanding at December 31, 2022
Effective: 2023-04-07

Exact text from the filing

On May 30, 2019, the Companyentered into a Loan and Security Agreement, or the Loan Agreement, with Oxford Finance LLC, or Oxford. Under the Loan Agreement, Oxford made a term loan to the Company in an aggregate principal amount of $25.0 million, or the Loan, which was funded on May 30, 2019.

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5 m&a transactions filed in the last 30 days. Browse all m&a transactions →

TALPHERA, INC. filing history →

Source: SEC EDGAR

accession 0001437749-23-009746

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