aibioTalphera closes third private placement tranche for approximately $4.1 million in gross proceeds
Tickers TLPH
Talphera (Nasdaq: TLPH) sold 639,931 shares at $0.586 and pre-funded warrants for up to 6,399,316 shares on March 13, 2026, to purchasers who did not join the earlier Optional Closing.
Key facts
- Company
- Talphera, Inc. (NASDAQ: TLPH)
- News type
- Financings
- Primary source
- TALPHERA, INC. Form 8-K filed March 16, 2026 (SEC EDGAR)
Talphera, Inc. (Nasdaq: TLPH) closed the third of three tranches of its private placement on March 13, 2026, with gross proceeds of approximately $4.1 million. The company disclosed the closing in a Form 8-K filed March 16, 2026. The securities sold were common stock and pre-funded warrants. The gross proceeds exclude any money from later exercises of the pre-funded warrants.
What was sold in the third closing
On March 13, 2026, Talphera issued and sold 639,931 shares of common stock at a purchase price of $0.586 per share. It also sold 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. The warrants are exercisable immediately after the closing and have an unlimited term.
The buyers were the purchasers who did not take part in the Optional Closing. The company says it met the conditions in subsection 2.4(a)(i) of the purchase agreement on March 6, 2026, which allowed the third closing.
How the private placement was set up
The deal began with a securities purchase agreement signed on March 31, 2025, with several institutional investors and a member of management, called the Purchasers. The agreement covers the issuance and sale of common stock, with a par value of $0.001 per share, and pre-funded warrants in three separate tranches. The first closing took place on April 2, 2025.
On October 21, 2025, certain Purchasers waived the conditions of subsections 2.3(a)(i) and 2.4(a)(i) of the agreement to complete both the second and third closings for those Purchasers only. The filing calls that the Optional Closing. The March 13, 2026 closing covered the remaining Purchasers.
The 8-K names no placement agent, underwriter or other adviser for the placement. The purchase agreement carries customary representations, closing conditions and indemnification obligations.
Registration rights and resale
Talphera also signed a registration rights agreement with the Purchasers on March 31, 2025. Under it, the company agreed to file registration statements with the SEC covering resale of the common stock issued in the placement and the shares underlying the pre-funded warrants. It must file no later than 15 days after the applicable closing date. It must use reasonable best efforts to have the statement declared effective as promptly as practical, and in any event no later than 90 days after the closing date if the SEC conducts a "full review."
The securities were sold under Section 4(a)(2) of the Securities Act of 1933 and Regulation D and are not registered. The filing says they may not be offered or sold in the United States except under an effective registration statement or an exemption.
About Talphera
Talphera's annual report on Form 10-K, filed March 31, 2025, describes it as a specialty pharmaceutical company focused on the development and commercialization of innovative therapies for use in medically supervised settings. Its portfolio consists of nafamostat product candidates and pre-filled syringe product candidates. One of its nafamostat candidates is Niyad, which the company is developing as a regional anticoagulant for adult patients undergoing continuous renal replacement therapy. The 10-K says Niyad has received an investigational device exemption and Breakthrough Device Designation from the FDA, and that a registrational trial is ongoing. It acquired Niyad and LTX-608 through the January 2022 acquisition of Lowell Therapeutics, Inc.
The 10-K carries a going-concern warning of its own. Talphera said it has incurred significant net losses since its inception in July 2005, has generated negative cash flows from operations and expects significant losses in 2025 and the foreseeable future. It added: "These conditions raise substantial doubt about our ability to continue as a going concern." The 10-K also notes that the Niyad clinical trial has had slower than expected site initiation and patient enrollment. Talphera paid approximately $32.5 million plus net cash acquired for Lowell, with up to approximately $26.0 million more in contingent consideration tied to regulatory and sales milestones.
Who signed
Chief Financial Officer Raffi Asadorian signed the 8-K.