Talphera raises about $17 million in private placement with CorMedix and investors

The first closing

Talphera, Inc. (Nasdaq: TLPH) said it raised gross proceeds of approximately $17 million, before estimated expenses, at the first closing of a private placement on September 10, 2025. The company signed purchase agreements on September 7, 2025 with CorMedix Inc., a publicly traded life science company, and several institutional investors.

At the first closing, Talphera sold 25,036,360 shares of common stock at $0.55 per share. It also issued pre-funded warrants to buy up to 5,845,455 shares at $0.549 each, with an exercise price of $0.001 and no expiry. The 8-K names no placement agent, underwriter or financial advisor for the deal, and it names no counsel. It does not say how the company will use the proceeds.

The shares were sold without SEC registration, under Section 4(a)(2) of the Securities Act and Regulation D.

A second closing tied to the trial

The investors other than CorMedix have also agreed to buy about $12 million more of shares or pre-funded warrants at a second closing. That closing happens only if Talphera announces that the NEPHRO CRRT study met its primary endpoint and the average VWAP over the next five trading days is at least $0.6875 per share, which is 125% of the purchase price.

The 8-K makes that closing conditional on a future announcement, so no trial result was reported. The annual report describes the study as a prospective, double-blinded trial at up to 14 U.S. hospital intensive care units, enrolling 70 adult patients who cannot tolerate heparin or are at risk for bleeding. Its primary endpoint is mean post-filter activated clotting time over the first 24 hours. That is a clotting measure, not a patient outcome. The annual report also says Niyad is not approved for commercial use in the United States.

CorMedix's rights

CorMedix gets a board right. While it and its affiliates own at least 25% of the shares it bought at the first closing, it may designate one board member, subject to Nasdaq rules.

After Talphera publicly announces the primary endpoint and topline data from the NEPHRO CRRT study, CorMedix has 60 days to negotiate exclusively for an acquisition of 100% of Talphera's equity. During that period, Talphera agreed not to discuss an acquisition, or a sale or exclusive license of all or substantially all of its assets, with any other third party.

If those talks fail, Talphera may not, for nine months from the public announcement, sign a deal with a third party on financial terms its board judges less favorable than CorMedix's written offer, unless CorMedix consents. That consent may not be unreasonably withheld, delayed or conditioned. The right ends on the earlier of a public announcement that the trial was stopped before the primary endpoint was reached, or December 31, 2027.

Registration of the resale shares

Talphera agreed to file resale registration statements no later than 15 days after each closing. It must use reasonable best efforts to have them declared effective as promptly as practical, and no later than 90 days after the closing if the SEC conducts a full review. Until then, the new holders cannot resell the shares freely.

What the terms mean

Investors pay $0.55 a share now. The second closing needs both a positive trial announcement and an average price of at least $0.6875 over the five trading days that follow. The deal therefore depends on the trial and on the stock's market price before any second money arrives.

The annual report says nafamostat has been approved and used in Japan and South Korea for over 30 years, and the company argues that this history can support its US work. That history is not US approval, and the trial's primary endpoint is a laboratory measure. The 8-K does not say whether the first closing money will fund the trial through its readout.

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