secwatch / observer

TALPHERA, INC. — fact timeline

Source-grounded facts extracted from TALPHERA, INC.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

TLPH TALPHERA, INC. JSON
Earnings Releases

TALPHERA, INC. reported the three months ended March 31, 2026 results: net income $2.6 million, EPS $0.04 per basic and diluted share.

“Net loss attributable to common shareholders for the first quarter of 2026 was $2.6 million, or $0.04 per basic and diluted share”
Earnings Releases

TALPHERA, INC. reported the three and twelve months ended December 31, 2025 results: net income Net loss attributable to common shareholders for the fourth quarter of 2025 was $3.8 million, or $0.06 per basic and dil, EPS $0.06 per basic and diluted share. Guidance initiated.

“On March 23, 2026, Talphera, Inc. (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2025 and providing a corporate update (the “Release”).”
Equity Issuances

TALPHERA, INC. issued pre-funded warrants to purchase up to an aggregate of 6,399,316 shares of common stock of warrant to institutional investors and a member of management for $0.585 per pre-funded warrant.

“On March 6, 2026, the Company achieved the conditions of subsection 2.4(a)(i) of the Purchase Agreement to effect the third closing of the private placement and, on March 13, 2026, issued and sold to the Purchasers who did not participate in the Optional Closing (collectively, the Third Closing): ● 639,931 shares of common stock at a purchase price of $0.586 per share; and ● Pre-funded warrants at a purchase price of $0.585 per pre-funded warrant to purchase up to an aggregate of 6,399,316 shares of common stock at an exercise price of $0.001 per share.”
Equity Issuances

TALPHERA, INC. issued 639,931 shares of common stock of common stock to institutional investors and a member of management for $0.586 per share.

“On March 6, 2026, the Company achieved the conditions of subsection 2.4(a)(i) of the Purchase Agreement to effect the third closing of the private placement and, on March 13, 2026, issued and sold to the Purchasers who did not participate in the Optional Closing (collectively, the Third Closing): ● 639,931 shares of common stock at a purchase price of $0.586 per share; and ● Pre-funded warrants at a purchase price of $0.585 per pre-funded warrant to purchase up to an aggregate of 6,399,316 shares of common stock at an exercise price of $0.001 per share.”
Listing & Compliance Notices

TALPHERA, INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“March 11, 2026, Talphera, Inc., (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a p”
Equity Issuances

TALPHERA, INC. issued up to an aggregate of 1,706,484 shares of common stock of warrant to certain Purchasers for $0.585 per pre-funded warrant.

“with respect to such Purchasers only (collectively, the Optional Closing), and we issued and sold to such Purchasers: ● 1,023,890 shares of common stock at a purchase price of $0.586 per share; and ● Pre-funded warrants at a purchase price of $0.585 per pre-funded warrant to purchase up to an aggregate of 1,706,484 shares of common stock at an exercise price”
Equity Issuances

TALPHERA, INC. issued 1,023,890 shares of common stock of common stock to certain Purchasers for $0.586 per share.

“and we issued and sold to such Purchasers: ● 1,023,890 shares of common stock at a purchase price of $0.586 per share”
Equity Issuances

TALPHERA, INC. issued 5,845,455 shares of common stock of warrant to CorMedix Inc. and several institutional investors for $0.549 per share.

“Pre-funded warrants to purchase up to an aggregate of 5,845,455 shares of common stock at a purchase price of $0.549 per share and an exercise price of $0.001 per share.”
Equity Issuances

TALPHERA, INC. issued 25,036,360 shares of common stock of common stock to CorMedix Inc. and several institutional investors for $0.55 per share.

“At the first closing of the private placement on September 10, 2025, we issued and sold to the Purchasers: ● 25,036,360 shares of common stock at a purchase price of $0.55 per share;”
Listing & Compliance Notices

TALPHERA, INC. received a nasdaq extension granted notice regarding minimum bid price (rules 5550(a)(2), 5450(a)(1), 5810(c)(3)(A), 5810(c)(3)(A)(ii)).

“June 5, 2025, Talphera, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) granting the Company an additional 180 days, until December 1, 2025 (the “Second Compliance Period”), to regain compliance with the $1.00 bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2). To regain compliance with such minimum price requirement, the Company must evidence a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. As previously announced, on December”
Listing & Compliance Notices

TALPHERA, INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).

“December 6, 2024, Talphera, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a p”
Listing & Compliance Notices

TALPHERA, INC. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5450(b)(1)(A)).

“November 27, 2024, Talphera, Inc. (the “Company”) received a written notice from the Listing Qualifications Staff of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the Company’s stockholders’ equity of $9,641,000 as of September 30, 2024, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, the Company is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(1)(A), which requires companies to maintain stockholders’ equi”

Shakil Aslam was appointed as Chief Medical Officer at TALPHERA, INC..

“Upon Dr. Palmer’s retirement, Dr. Shakil Aslam, currently the Company’s Chief Development Officer, will assume the position of the Company’s Chief Medical Officer.”

Pamela P. Palmer resigned as Chief Medical Officer at TALPHERA, INC..

“On August 12, 2024, Pamela P. Palmer, MD, PhD, the Company’s Chief Medical Officer and co-founder, notified the Company that she plans to retire and resign from the Company effective October 1, 2024.”
Earnings Releases

TALPHERA, INC. reported the three months ended March 31, 2024 results: net income $4.0 million, EPS $0.16 per basic and diluted share.

“Talphera, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2024”
Earnings Releases

TALPHERA, INC. reported the three months ended December 31, 2023 results: revenue $0.3 million, net income $4.5 million, EPS $0.25 per basic and diluted share.

“● The cash and cash equivalents balance was $9.4 million as of December 31, 2023. The senior debt with Oxford was fully repaid in the second quarter of 2023. ● Revenues of $0.3 million for the fourth quarter primarily represent the revenue earned on the sales of DSUVIA by Alora, principally driven by sales to the Department of Defense. Revenues in the prior”

Pamela P. Palmer, M.D., Ph.D. resigned as Director at TALPHERA, INC..

“On February 28, 2024, Pamela P. Palmer, M.D., Ph.D. resigned as a member of the Company's board of directors effective immediately.”

Howard B. Rosen resigned as Director at TALPHERA, INC..

“On February 26, 2024, Richard Afable, M.D. and Howard B. Rosen resigned as members of the board of directors of Talphera, Inc. (the "Company"), and any and all committees thereof, effective immediately.”

Richard Afable, M.D. resigned as Director at TALPHERA, INC..

“On February 26, 2024, Richard Afable, M.D. and Howard B. Rosen resigned as members of the board of directors of Talphera, Inc. (the "Company"), and any and all committees thereof, effective immediately.”
Material Agreements

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).

“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.”
Material Agreements

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).

“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.”
Material Agreements

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).

“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”).”

Abhinav Jain was appointed as Class II Director at TALPHERA, INC..

“the board of directors of the Company appointed Abhinav Jain to serve as a Class II Director”
Material Agreements

TALPHERA, INC. entered into Payment Interest Purchase Agreement with XOMA (US) LLC valued at $8 million (effective 2024-01-12).

“On January 12, 2024, Talphera, Inc. (the “Company”) and XOMA (US) LLC (“XOMA”) entered into a Payment Interest Purchase Agreement (the “Purchase Agreement”) for the sale by the Company to XOMA, in exchange for $8 million, of the Company’s right, title and interest in and to certain amounts payable to the Company (collectively, the “Purchased Receivables”)”
Governance Changes

TALPHERA, INC.: Amended and Restated Bylaws to reflect the new corporate name (effective 2024-01-09).

“In connection with the Name Change, the Company amended its Amended and Restated Bylaws to reflect the new corporate name.”
Governance Changes

TALPHERA, INC.: Certificate of Amendment filed to change company name from AcelRx Pharmaceuticals, Inc. to Talphera, Inc (effective 2024-01-09).

“On January 9, 2024, Talphera, Inc., formerly known as AcelRx Pharmaceuticals, Inc. (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), to change the name of the Company from “AcelRx Pharmaceuticals, Inc.” to “Talphera, Inc.” (the “Name Change”).”
Earnings Releases

TALPHERA, INC. reported the three months ended September 30, 2023 results: revenue $0.1 million, net income $1.4 million, EPS $0.08 per basic and diluted share.

“● The cash and cash equivalents balance was $13.4 million as of September 30, 2023. The senior debt with Oxford was fully repaid in the second quarter of 2023. ● Revenues of $0.1 million for the third quarter primarily represent the royalty revenue earned on the sales of DSUVIA by Alora, principally driven by sales to the Department of Defense. Revenues in the”
Listing & Compliance Notices

TALPHERA, INC. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5450(a)(1)).

“October 18, 2023, AcelRx Pharmaceuticals, Inc. (the “Company”) received written notice (the “Notice”) from the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecu”
Shareholder Votes

TALPHERA, INC. shareholders approved Approval of amendment and restatement of the Amended and Restated 2020 Equity Incentive Plan at the 2023-10-10 meeting.

“Proposal No. 4 The Company’s Amended and Restated 2020 Equity Incentive Plan was approved, by the following vote: For Against Abstain 6,562,640 486,414 35,579”
Shareholder Votes

TALPHERA, INC. shareholders approved Advisory vote on executive compensation at the 2023-10-10 meeting.

“Proposal No. 3 The compensation paid to the Company’s named executive officers”
Shareholder Votes

TALPHERA, INC. shareholders approved Election of Class III Directors at the 2023-10-10 meeting.

“Nominee For Withheld Marina Bozilenko 6,746,727 337,906 Howard B. Rosen 6,691,709 392,924 Mark Wan 6,724,271 360,362”
Auditor Changes

TALPHERA, INC. engaged BPM LLP as its auditor.

“(b) Engagement of New Independent Registered Public Accounting Firm On October 2, 2023, the Audit Committee approved the engagement of BPM LLP (“BPM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, effective immediately.”
Auditor Changes

TALPHERA, INC. dismissed WithumSmith+Brown, PC as its auditor.

“Change in Registrant ’ s Certifying Accountants (a) Dismissal of Independent Registered Public Accounting Firm On October 2, 2023, the Audit Committee of the Board of Directors (the “Audit Committee”) of AcelRx Pharmaceuticals, Inc. (the “Company”) approved the dismissal of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm, effective immediately.”
Earnings Releases

TALPHERA, INC. reported the three months ended June 30, 2023 results: revenue $0.3 million, net income $4.4 million, EPS $0.40 per basic and diluted share. Guidance reaffirmed.

“Information ● The cash and cash equivalents balance was $7.4 million as of June 30, 2023. The senior debt with Oxford was fully repaid in the second quarter. ● Revenues of $0.3 million for the second quarter primarily represents the royalty revenue earned on the sales of DSUVIA by Alora, principally driven by sales to the Department of Defense. Revenues in the”
Material Agreements

TALPHERA, INC. entered into Registration Rights Agreement with the Purchasers (effective 2023-07-17).

“We entered into a registration rights agreement, dated July 17, 2023, with the Purchasers pursuant to which we have agreed to file a registration statement”
Material Agreements

TALPHERA, INC. entered into Purchase Agreement with several institutional investors valued at approximately $10.0 million (effective 2023-07-17).

“On July 17, 2023, AcelRx Pharmaceuticals, Inc., or AcelRx, entered into a securities purchase agreement, or the Purchase Agreement, with several institutional investors, or the Purchasers, relating to the issuance and sale to the Purchasers in a private placement of”
Earnings Releases

TALPHERA, INC. reported the first quarter of 2023 results: net income $8.2 million, EPS $0.75 per basic and diluted share.

“Net loss attributable to common shareholders for the first quarter of 2023 was $8.2 million, or $0.75 per basic and diluted share, compared to a net loss of $8.7 million, or $1.19 per basic and diluted share, for the first quarter of 2022.”
Listing & Compliance Notices

TALPHERA, INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).

“April 26, 2023, AcelRx Pharmaceuticals, Inc. (the “Company”) received written notice (the “Notice”) from the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecuti”
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).

“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.”
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).

“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.”
Earnings Releases

TALPHERA, INC. reported financial results for full year and fourth quarter 2022.

“AcelRx Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2022 and providing a corporate update (the “Release”).”
Auditor Changes

TALPHERA, INC. reported that prior financial statements should not be relied upon.

“On March 30, 2023, the Company's management and the Audit Committee of the Company determined that the Company's Prior Period Financial Statements for the Interim Periods, should no longer be relied upon because of the error in the earnings per share calculations.”
Material Agreements

TALPHERA, INC. terminated MSA with Patheon Pharmaceuticals Inc. (effective 2024-05-31).

“On November 29, 2022, AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), received notice from Patheon Pharmaceuticals Inc. (“Patheon”) that it intends to terminate the Manufacturing Services Agreement between the parties, effective December 12, 2012, as amended January 19, 2016 and August 4, 2017 (collectively, the “MSA”).”
Earnings Releases

TALPHERA, INC. reported the third quarter of 2022 results: revenue $0.5 million, net income $6.9 million, EPS $0.94 per basic and diluted share.

“● Third quarter 2022 DSUVIA net sales were $0.5 million, a 217% increase over 2021; year-to-date September 30, 2022 DSUVIA net sales were $1.5 million, representing a 51% increase over the same period in 2021. Total DSUVIA units sold in the third quarter of 2022 were 1,032 compared to 371 units in 2021. Total net revenues in the third quarter 2022 of $0.5 million declined $1.4 million compared to the same period in 2021 due to the recognition of $1.7 million in revenues in the third quarter of 2021 attributed to an upfront payment received related to our DZUVEO European licensing agreement. ● Combined R&D and SG&A expenses for the third quarter of 2022 totaled $6.6 million compared to $10.1 million for the third quarter of 2021. Excluding non-cash depreciation and stock-based compensation expense, these amounts were $5.7 million for the third quarter of 2022, compared to $8.6 million for the third quarter of 2021. The decrease in combined R&D and SG&A expenses in the third quarter of 2”

Mark G. Edwards resigned as Director at TALPHERA, INC..

“On February 23, 2022, Mark G. Edwards advised the board of directors of AcelRx Pharmaceuticals, Inc. of his intention to resign as a member of the board of directors effective March 31, 2022.”

Jill M. Broadfoot was appointed as Class I Director at TALPHERA, INC..

“On November 20, 2021, the Board of Directors (the “Board”) of AcelRx Pharmaceuticals, Inc. (the “Company”) appointed Jill M. Broadfoot a Class I director of the Board, effective November 20, 2021, to serve until the expiration of her term at the 2024 annual meeting of stockholders.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.