Talphera Announces Inducement Grants under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Talphera, a specialty pharmaceutical company, has announced the grant of inducement awards to Dr. Shakil Aslam, the newly appointed Chief Development Officer. These awards, approved by Talphera's Board of Directors on May 20, 2024, include a non-statutory stock option for 185,000 shares and a restricted stock unit award for 32,000 shares. The stock options have an exercise price of $1.08 per share and will vest 25% on May 20, 2025, with the remaining shares vesting monthly over three years. The restricted stock units will vest in equal installments over three years, starting May 20, 2025. These awards were granted under Nasdaq Listing Rule 5635(c)(4) but are governed by Talphera's 2020 Equity Incentive Plan.

Positive

• Inducement awards reflect strategic hiring and focus on long-term growth.
• Stock options exercise price of $1.08 aligns with current market value.
• Vesting schedule incentivizes long-term commitment from the new Chief Development Officer.
• Terms align with Nasdaq Listing Rule 5635(c)(4), ensuring compliance and transparency.

Negative

• Potential shareholder dilution with the issuance of 217,000 new shares.
• Vesting schedules and stock options could lead to future financial obligations if stock price increases.
• The non-statutory stock options and restricted stock units are outside the existing 2020 Equity Incentive Plan, raising questions about consistency in award governance.

SAN MATEO, Calif., May 20, 2024 /PRNewswire/ -- Talphera, Inc. (Nasdaq: TLPH), ("Talphera"), a specialty pharmaceutical company focused on the development and commercialization of innovative therapies for use in medically supervised settings, today announced that the Board of Directors of Talphera has granted inducement awards consisting of a non-statutory time-based stock option to purchase 185,000 shares of common stock and a time-based restricted stock unit award for 32,000 shares of common stock on May 20, 2024 to Dr. Shakil Aslam in connection with his appointment as the Chief Development Officer of Talphera in May 2024.

The non-statutory stock option grant has an exercise price per share equal to $1.08, the closing price of Talphera's common stock on May 20, 2024, which will vest as to 25% of such shares on May 20, 2025, with the remainder vesting in equal monthly installments over the subsequent three-year period, subject to Dr. Aslam's continuous service on each vesting date. The time-based restricted stock units will vest over three years, with 1/3 of the underlying shares of common stock vesting on May 20, 2025, and the remainder vesting in equal annual installments over the subsequent two-year period, subject to Dr. Aslam's continuous service on each vesting date.

The Board of Directors, acting through a majority of the independent directors, approved the equity awards as an inducement material to Dr. Aslam's employment in accordance with Nasdaq Listing Rule 5635(c)(4). The terms of the inducement awards are governed by Talphera's 2020 Equity Incentive Plan but are made outside of such plan.

About Talphera, Inc.

Talphera, Inc. is a specialty pharmaceutical company focused on the development and commercialization of innovative therapies for use in medically supervised settings. Talphera's lead product candidate, Niyad™ is a lyophilized formulation of nafamostat and is currently being studied under an investigational device exemption (IDE) as an anticoagulant for the extracorporeal circuit, and has received Breakthrough Device Designation status from the U.S. Food and Drug Administration (FDA). Talphera is also developing two pre-filled syringes in-licensed from its partner Aguettant: Fedsyra™, a pre-filled ephedrine syringe, and PFS-02, a pre-filled phenylephrine syringe.

This release is intended for investors only. For additional information about Talphera, please visit www.talphera.com.

View original content to download multimedia:https://www.prnewswire.com/news-releases/talphera-announces-inducement-grants-under-nasdaq-listing-rule-5635c4-302150548.html

SOURCE Talphera, Inc.

FAQ

What inducement awards did Talphera announce on May 20, 2024?

Talphera announced a non-statutory stock option for 185,000 shares and a restricted stock unit award for 32,000 shares to Dr. Shakil Aslam.

What is the exercise price of the stock options granted by Talphera?

The exercise price of the stock options is $1.08 per share.

When will Dr. Shakil Aslam's stock options vest?

25% of the stock options will vest on May 20, 2025, with the remainder vesting monthly over three years.

Under which Nasdaq rule were the inducement awards granted?

The inducement awards were granted under Nasdaq Listing Rule 5635(c)(4).

How will the restricted stock units granted to Dr. Shakil Aslam vest?

The restricted stock units will vest in equal installments over three years, starting on May 20, 2025.