{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-24-001879","form_type":"8-K","ticker":"TLPH","cik":"0001427925","company_name":"TALPHERA, INC.","filed_at":"2024-01-22T23:59:59+00:00","discovered_at":"2026-05-14T18:03:24.159391+00:00","generated_at":"2026-06-06T20:34:19.396022+00:00","sec_items":["1.01","2.02","3.02","5.02","7.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Talphera secures $26M total capital commitment: $6M upfront equity, $8M royalty monetization","bullets":["$6M upfront equity from Nantahala Capital and Rosalind Advisors; $10M additional upon positive NEPHRO trial data, $2M if stock price >=$0.92 for 5 days.","$8M non-dilutive from partial DSUVIA royalty monetization to XOMA; after specified return, Talphera shares DSUVIA royalties/milestones equally.","Preliminary cash $9.4M at Dec 31, 2023; cash operating expenses $21-23M in 2024 including NEPHRO registration trial.","Abhinav Jain of Nantahala Capital joins Board at closing.","Existing warrants amended: exercise price reduced to $0.77/share for up to 5,882,356 shares."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-24-001879","json":"https://secwatch.observer/filing/0001437749-24-001879.json","markdown":"https://secwatch.observer/filing/0001437749-24-001879.md","text":"https://secwatch.observer/filing/0001437749-24-001879.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1427925/000143774924001879/0001437749-24-001879-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1427925/000143774924001879/acrx20240117c_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T20:34:19.396022+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"872e7fa04f","claim":"Abhinav Jain was appointed as Class II Director at TALPHERA, INC..","evidence_excerpt":"the board of directors of the Company appointed Abhinav Jain to serve as a Class II Director","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1427925/000143774924001879/0001437749-24-001879-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Class II Director"}],"fact_type":"executive_change"},{"claim_id":"097fdc68ea60ef1e8f3143e33f925edea706cb92","claim":"TALPHERA, INC. amended Amendment of Prior Warrants with certain of the Purchasers valued at reduce the exercise price to $0.77 per share (effective 2024-01-17).","evidence_excerpt":"On July 20, 2023, in connection with a prior private placement, the Company issued to certain of the Purchasers (i) Series A common stock purchase warrants to purchase up to 3,676,473 shares of Common Stock and (ii) Series B common stock purchase warrants to purchase up to 3,676,473 shares of Common Stock (the “Prior Warrants”). In connection with the current Private Placement, the Company and the Purchasers agreed to amend and restate, a portion of the outstanding Prior Warrants, representing (i) Series A common stock purchase warrants to purchase up to 2,941,178 shares of Common Stock and (ii) Series B common stock purchase warrants to purchase up to 2,941,178 shares of Common Stock, to reduce the exercise price thereunder to $0.77 per share.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1427925/000143774924001879/0001437749-24-001879-index.htm","confidence":0.88,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"certain of the Purchasers"},{"label":"Value","value":"reduce the exercise price to $0.77 per share"},{"label":"Effective","value":"2024-01-17"}],"fact_type":"material_agreement"},{"claim_id":"8baffccedcf8c63430b95619486e4d9cdaef5fb9","claim":"TALPHERA, INC. entered into Registration Rights Agreement with certain institutional investors valued at file one or more registration statements covering the resale of the shares of Common Stock underlyin (effective 2024-01-17).","evidence_excerpt":"In connection with the Private Placement, the Company entered into a registration rights agreement, dated January 17, 2024, with the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company has agreed to file one or more registration statements under the Securities Act of 1933, as amended (the “Securities Act”) with the Securities and Exchange Commission (the “SEC”), covering the resale of the shares of Common Stock underlying the Pre-Funded Warrants no later than 15 days following the date of each applicable closing of the Private Placement, and to use reasonable best efforts to have the registration statements declared effective as promptly as practical thereafter, and in any event no later than 90 days following the applicable closing date in the event of a “full review” by the SEC.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1427925/000143774924001879/0001437749-24-001879-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"certain institutional investors"},{"label":"Value","value":"file one or more registration statements covering the resale of the shares of Common Stock underlyin"},{"label":"Effective","value":"2024-01-17"}],"fact_type":"material_agreement"},{"claim_id":"fc16aef6d9d5751071af5cd70aefac30d3453be0","claim":"TALPHERA, INC. entered into Securities Purchase Agreements with certain institutional investors valued at aggregate gross proceeds to the Company of approximately $6.0 million (effective 2024-01-17).","evidence_excerpt":"On January 17, 2024, Talphera, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Securities Purchase Agreements”), with certain institutional investors (the “Purchasers”), relating to the issuance and sale of pre-funded warrants to the Purchasers in a two-tranche private placement (the “Private Placement”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $0.769 per share and an exercise price of $0.001 per share (the “Pre-Funded Warrants”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1427925/000143774924001879/0001437749-24-001879-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"certain institutional investors"},{"label":"Value","value":"aggregate gross proceeds to the Company of approximately $6.0 million"},{"label":"Effective","value":"2024-01-17"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}