---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-009746"
form_type: "8-K"
ticker: "TLPH"
cik: "0001427925"
company_name: "TALPHERA, INC."
filed_at: "2023-04-07T23:59:59+00:00"
generated_at: "2026-06-17T04:29:53.390432+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# AcelRx closes sale of DSUVIA to Alora for up to $116.5M in milestones; repays Oxford loan

## Summary
- 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.

## SEC filing metadata
- accession: 0001437749-23-009746
- form_type: 8-K
- ticker: TLPH
- cik: 0001427925
- company_name: TALPHERA, INC.
- filed_at: 2023-04-07T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.02, 2.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1427925/000143774923009746/0001437749-23-009746-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1427925/000143774923009746/acrx20230406_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-009746
- JSON: https://secwatch.observer/filing/0001437749-23-009746.json
- Plain text: https://secwatch.observer/filing/0001437749-23-009746.txt

## Key facts
- M&A Transactions
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1427925/000143774923009746/0001437749-23-009746-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1427925/000143774923009746/0001437749-23-009746-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.