Talphera secures up to $29 million in private placement financing

Talphera Inc. (NASDAQ: TLPH) announced it has entered into securities purchase agreements for a private placement financing that could raise up to $29 million in total proceeds. The pharmaceutical company will receive $17 million in an initial closing expected September 10, with a potential additional $12 million contingent on achieving the primary endpoint in its NEPHRO clinical study.

CorMedix Inc. (NASDAQ: CRMD) serves as the lead investor in the financing, with participation from existing stockholders Nantahala Capital, Rosalind Advisors, and Rock Springs Capital, along with new institutional investors. The securities are priced at market rates, with common stock at $0.55 per share and pre-funded warrants at $0.549 per warrant.

In the first closing, Talphera will issue 25,036,363 shares of common stock and 5,845,455 pre-funded warrants with an exercise price of $0.001 per share. The second tranche of $12 million requires both achievement of the NEPHRO study's primary endpoint and the company's stock trading at a minimum of $0.6875 per share for five consecutive days following the milestone announcement.

As part of the agreement, CorMedix receives a 60-day exclusivity period following announcement of the NEPHRO study results to negotiate acquiring Talphera. CorMedix also gains the right to nominate a representative to Talphera's board of directors.

The company stated the financing should provide sufficient capital through the planned approval of its Niyad product candidate, anticipated in the second half of 2026. Niyad is a lyophilized formulation of nafamostat being studied as an anticoagulant for continuous renal replacement therapy and has received FDA Breakthrough Device Designation.

The securities are being sold in a private placement under Section 4(a)(2) of the Securities Act and have not been registered with the Securities and Exchange Commission. Talphera agreed to file a registration statement within 15 days of closing for resale of the securities.

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