TALPHERA, INC. - 10-K filing on 2022-03-10

Note 19 - Subsequent Events	12 Months Ended
Dec. 31, 2021
Notes to Financial Statements
Subsequent Events [Text Block]	19. Subsequent Events On January 7, 2022, the Company closed the Merger Agreement with Lowell in a transaction for consideration of approximately $32.5 million plus net cash acquired and certain other adjustments. Pursuant to the terms of the Merger Agreement, all options to purchase capital stock and all shares of Lowell capital stock issued and outstanding immediately before the effective time of the merger were cancelled in exchange for the right to receive (i) 9,009,538 shares of AcelRx common stock, and cash in the amount of $3,519,129, (ii) 1,396,526 shares of AcelRx common stock to be held back to satisfy any potential indemnification and other obligations of Lowell and its securityholders, and (iii) up to $26.0 million of contingent consideration payable in cash or stock at AcelRx's option, upon the achievement of regulatory and sales-based milestones. The 1,396,526 of held back shares of AcelRx common stock issued in connection with the closing was calculated based on a fixed value of $0.57284 per share, which is the arithmetic average of the daily volume weighted average price per share of AcelRx common stock during the five consecutive full trading days ending on and including the last full trading day immediately prior to the date of the closing. The shares issued pursuant to the Merger Agreement were issued in private placements pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act, including Rule 506 of Regulation D promulgated under the Securities Act, or Regulation D, without general solicitation as a transaction not involving any public offering. The Merger Agreement will be accounted for in the first quarter of 2022 as an acquisition of assets that does not meet the definition of a business. The asset acquisition does not constitute a business as substantially all of the fair value of the gross assets acquired was concentrated in Lowell’s intellectual property, including NIYAD™ and LTX-608. The acquired assets and liabilities will be recorded at their relative fair values and the contingent consideration will be recorded when it becomes probable of achievement or the consideration becomes payable. Accordingly, the Company has classified $1.9 million of expenses related to the Merger Agreement as Other assets in the Consolidated Balance Sheet at December 31, 2021.

Note 19 - Subsequent Events

12 Months Ended

Dec. 31, 2021

19. Subsequent Events

On January 7, 2022, the Company closed the Merger Agreement with Lowell in a transaction for consideration of approximately $32.5 million plus net cash acquired and certain other adjustments. Pursuant to the terms of the Merger Agreement, all options to purchase capital stock and all shares of Lowell capital stock issued and outstanding immediately before the effective time of the merger were cancelled in exchange for the right to receive (i) 9,009,538 shares of AcelRx common stock, and cash in the amount of $3,519,129, (ii) 1,396,526 shares of AcelRx common stock to be held back to satisfy any potential indemnification and other obligations of Lowell and its securityholders, and (iii) up to $26.0 million of contingent consideration payable in cash or stock at AcelRx's option, upon the achievement of regulatory and sales-based milestones.

The 1,396,526 of held back shares of AcelRx common stock issued in connection with the closing was calculated based on a fixed value of $0.57284 per share, which is the arithmetic average of the daily volume weighted average price per share of AcelRx common stock during the five consecutive full trading days ending on and including the last full trading day immediately prior to the date of the closing. The shares issued pursuant to the Merger Agreement were issued in private placements pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act, including Rule 506 of Regulation D promulgated under the Securities Act, or Regulation D, without general solicitation as a transaction not involving any public offering.

The Merger Agreement will be accounted for in the first quarter of 2022 as an acquisition of assets that does not meet the definition of a business. The asset acquisition does not constitute a business as substantially all of the fair value of the gross assets acquired was concentrated in Lowell’s intellectual property, including NIYAD™ and LTX-608. The acquired assets and liabilities will be recorded at their relative fair values and the contingent consideration will be recorded when it becomes probable of achievement or the consideration becomes payable. Accordingly, the Company has classified $1.9 million of expenses related to the Merger Agreement as Other assets in the Consolidated Balance Sheet at December 31, 2021.