Note 6 - Stockholders' Equity |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Notes to Financial Statements | |
| Equity [Text Block] |
6. Stockholders’ Equity
April 2025 Private Placement – Third Closing
On March 13, 2026, the third closing of the April 2025 Private Placement took place following the Company’s announcement of the enrollment of 35 patients in the Niyad NEPHRO CRRT study and the achievement of the target price milestone, which resulted in the issuance of: (i) 639,931 shares of common stock, at a price of $0.586 per share, and (ii) pre-funded warrants at a price of $0.585 per warrant to purchase up to an aggregate of 6,399,316 shares of common stock at an exercise price of $0.001 per share, and gross proceeds of $4.1 million. There are no additional shares of common stock and/or pre-funded warrants remaining to be sold in connection with the third closing of the April 2025 Private Placement.
As of March 31, 2026, the Company had incurred $0.3 million in unpaid closing costs related to the third closing of the April 2025 Private Placement.
CorMedix Right of First Negotiation
Pursuant to the securities purchase agreement entered into with CorMedix, Inc., or CorMedix, following the public announcement, or the Public Announcement, by the Company of the achievement of the primary endpoint and topline clinical data and results of the NEPHRO CRRT clinical study for its product candidate Niyad, CorMedix shall have the right for 60 days thereafter, or the Exclusivity Period, to negotiate exclusively with the Company, or the Right of First Negotiation, with respect to an acquisition of 100% of the capital stock and equity interests of the Company, or an Acquisition Transaction. During the Exclusivity Period, the Company agreed that it shall not engage in discussions with any other third party about an Acquisition Transaction, a sale or exclusive license of all or substantially all of the assets of the Company or any similar transaction. If after conducting good faith negotiations during the Exclusivity Period, the parties are unable to reach a definitive agreement with respect to an Acquisition Transaction, the Company will not, for a period of nine months from the date of the Public Announcement, enter into a definitive agreement or binding arrangement with a third party with respect to an Acquisition Transaction or similar transaction on financial terms less favorable (in the good faith determination of the board of directors of the Company) than those offered in writing by CorMedix during the Exclusivity Period (if any) without the written consent of CorMedix, which consent shall not be unreasonably withheld, delayed or conditioned. The Right of First Negotiation shall terminate upon the earlier of: (i) Talphera’s public announcement of the termination of the NEPHRO CRRT clinical study for any reason prior to the achievement of the study’s primary endpoint and (ii) December 31, 2027. |