ACRX / Talphera, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 TALPHERA, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Identi

Talphera Announces Second Quarter 2025 Financial Results and Provides Corporate Update New sites accelerate registrational study enrollment - 15 patients have been enrolled in the NEPHRO study which remains on track with completion projected by the e

Exhibit 99.1 Talphera Announces Second Quarter 2025 Financial Results and Provides Corporate Update New sites accelerate registrational study enrollment - 15 patients have been enrolled in the NEPHRO study which remains on track with completion projected by the end of the year Cash and cash equivalents at June 30, 2025 were $6.8 million Conference call and webcast to be held Thursday, August 14, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 TALPHERA, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Identific

Talphera Announces First Quarter 2025 Financial Results and Provides Corporate Update Cash and investments at March 31, 2025, as adjusted to include the proceeds from the first tranche of the private placement financing which closed on April 2, 2025,

Exhibit 99.1 Talphera Announces First Quarter 2025 Financial Results and Provides Corporate Update Cash and investments at March 31, 2025, as adjusted to include the proceeds from the first tranche of the private placement financing which closed on April 2, 2025, were $9.8 million Three new clinical study sites activated and screening patients thus far in 2025, with five additional sites expected

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 TALPHERA, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Identific

Up to 3,405,118 Shares of Common Stock Up to 4,999,316 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants

Filed Pursuant to Rule 424(b)(7) Registration Statement No. 333-286957 PROSPECTUS Up to 3,405,118 Shares of Common Stock Up to 4,999,316 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants This prospectus relates to the proposed resale from time to time by the selling stockholders of up to 3,405,118 shares of common stock and 4,999,316 shares of common stock issuable upon exercise

TALPHERA, INC. 1850 Gateway Drive, Suite 175 San Mateo, CA 94404

TALPHERA, INC. 1850 Gateway Drive, Suite 175 San Mateo, CA 94404 May 9, 2025 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: Talphera, Inc. Registration Statement on Form S-3 File No. 333-286957 Ladies and Gentlemen: Talphera, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the

As filed with the Securities and Exchange Commission on May 2, 2025

As filed with the Securities and Exchange Commission on May 2, 2025 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Talphera, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No.

Form of Registration Rights Agreement, dated March 31, 2025, by and among the Registrant and the Purchasers.

Exhibit 10.2 TALPHERA, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2025, by and between Talphera, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Secur

Form of Securities Purchase Agreement, dated March 31, 2025, by and among the Registrant and the Purchasers.

Exhibit 10.1 TALPHERA, INC. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2025, by and between Talphera, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). Whereas, subject to the terms a

Form of pre-funded warrant (April 2025).

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35068 TALPHERA, INC.

Talphera, Inc. Insider Trading Policy.

Exhibit 19 TALPHERA, INC. INSIDER TRADING POLICY (Approved on August 1, 2018) This Insider Trading Policy of Talphera, Inc. and its subsidiaries (“Talphera” or the “Company”) outlines the restrictions and procedures that all Talphera personnel must follow. Failure to comply with these restrictions and procedures could result in a serious violation of the securities laws by you and/or Talphera and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 TALPHERA, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 TALPHERA, INC. (Exact name of registrant as specified in its charter) delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Identif

Offer Letter between the Registrant and Shakil Aslam, dated May 13, 2024.

Exhibit 10.11 May 13, 2024 Shakil Aslam Dear Shakil: On behalf of Talphera, Inc. (the “Company”), I am pleased to offer you the full time position of Chief Development Officer. The terms of your new position with the Company are as set forth below: 1. Position. (a) As Chief Development Officer your primary work location will be remote but reporting into our HQ office at 1850 Gateway Drive #175, Sa

Talphera Announces Fourth Quarter and Full Year 2024 Financial Results and Provides Corporate Update The U.S. Food and Drug Administration (FDA) agreed to reduce the number of patients in the NEPHRO CRRT study from 166 to 70 Talphera expects the regi

Exhibit 99.1 Talphera Announces Fourth Quarter and Full Year 2024 Financial Results and Provides Corporate Update The U.S. Food and Drug Administration (FDA) agreed to reduce the number of patients in the NEPHRO CRRT study from 166 to 70 Talphera expects the registrational NEPHRO CRRT study to be completed by the end of 2025 Cash and investments at December 31, 2024 of $8.9 million, together with

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2024 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Ident

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2024 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Iden

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 TALPHERA, INC. (Exact name of registrant as specified in its charter) delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Iden

Talphera Announces Third Quarter 2024 Financial Results and Provides Corporate Update Five sites actively screening with multiple patients having completed the study; two additional institutions expected to begin screening in the fourth quarter total

Exhibit 99.1 Talphera Announces Third Quarter 2024 Financial Results and Provides Corporate Update Five sites actively screening with multiple patients having completed the study; two additional institutions expected to begin screening in the fourth quarter totaling seven active sites Cash and investments at September 30, 2024 of $11.1 million Conference call and webcast to be held Wednesday, Nove

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Ide

Form of Amendment No. 1 to Securities Purchase Agreement, dated September 30, 2024, by and among Talphera, Inc. and entities affiliated with Nantahala Management, LLC.

Exhibit 10.1 TALPHERA, INC. AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”) is dated as of September 30, 2024, by and between Talphera, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Pur

Talphera Announces Second Quarter 2024 Financial Results and Provides Corporate Update NEPHRO CRRT study patient screening has initiated at multiple clinical sites The safety and effectiveness of nafamostat is being assessed in the NEPHRO CRRT regist

Exhibit 99.1 Talphera Announces Second Quarter 2024 Financial Results and Provides Corporate Update NEPHRO CRRT study patient screening has initiated at multiple clinical sites The safety and effectiveness of nafamostat is being assessed in the NEPHRO CRRT registrational study in 166 patients at up to 14 clinical sites Cash and investments at June 30, 2024 of $14.0 million Conference call and webc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

As filed with the Securities and Exchange Commission on August 14, 2024

As filed with the Securities and Exchange Commission on August 14, 2024 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Identi

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 Talphera, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value per share, 2020 Equity Incentive Plan Other 1,171,395(3) $0.93(2) $1,0

Amended and Restated 2011 Employee Stock Purchase Plan.

Exhibit 10.2 Talphera, Inc. Amended and Restated 2011 Employee Stock Purchase Plan Adopted by the Board of Directors: January 5, 2011 Approved by the Stockholders: January 19, 2011 Amended and Restated by the Board of Directors: April 16, 2020 Approved by the Stockholders: June 16, 2020 Amended and Restated by the Board of Directors: April 19, 2024 Approved by the Stockholders: June 24, 2024 TABLE

Amended and Restated 2020 Equity Incentive Plan.

Exhibit 10.1 Talphera, Inc. Amended and Restated 2020 Equity Incentive Plan Originally Adopted by the Board of Directors: April 16, 2020 Originally Approved by the Stockholders: June 16, 2020 Amendment and Restatement Approved by the Board of Directors: April 20, 2021 Amendment and Restatement Approved by the Stockholders: June 17, 2021 Amendment and Restatement Approved by the Board of Directors:

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2024 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Identifi

Inducement Stock Option Grant and Award Agreement by and between Talphera, Inc. and Dr. Shakil Aslam.

Exhibit 99.2 Talphera, Inc. Stock Option Grant Notice (Inducement Grant Outside of the 2020 Equity Incentive Plan) Talphera, Inc. (the “Company”), as an inducement material to you (“Optionholder”) in entering into employment with the Company, has granted to you an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is granted outside of the Compa

Inducement Restricted Stock Unit Grant Notice and Award Agreement by and between Talphera, Inc. and Dr. Shakil Aslam.

Exhibit 99.3 Talphera, Inc. RSU Award Grant Notice (Inducement Grant Outside of the 2020 Equity Incentive Plan) Talphera, Inc. (the “Company”) as an inducement material to you (the “Participant”) in entering into employment with the Company, has awarded to you the number of restricted stock units specified and on the terms set forth below (the “RSU Award”). Your RSU Award is granted outside of the

As filed with the Securities and Exchange Commission on May 20, 2024

As filed with the Securities and Exchange Commission on May 20, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 Talphera, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.001 par value per share, Non-Plan Inducement Stock Option Grant Other(2) 185,000 $1.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Identific

Payment Interest Purchase Agreement between the Registrant and XOMA (US) LLC, dated as of January 12, 2024.

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL. PAYMENT INTEREST PURCHASE AGREEMENT BY AND BETWEEN TALPHERA, INC. AND XOMA (US) LLC DATED AS OF JANUARY 12, 2024 Table of Contents Page ARTICLE I DEFI

Talphera Announces First Quarter 2024 Financial Results and Provides Corporate Update First patients at multiple sites are expected to be enrolled in the NEPHRO CRRT registrational study in Q2 2024 Dr. Shakil Aslam, an expert in renal diseases, inclu

Exhibit 99.1 Talphera Announces First Quarter 2024 Financial Results and Provides Corporate Update First patients at multiple sites are expected to be enrolled in the NEPHRO CRRT registrational study in Q2 2024 Dr. Shakil Aslam, an expert in renal diseases, including acute kidney injury, joins Talphera as Chief Development Officer Cash and investments at March 31, 2024 of $18.6 million Conference

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

Other Events, Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2024 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Identif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35068 TALPHERA, INC.

Talphera Announces Fourth Quarter 2023 Financial Results and Provides Corporate Update Company rebranding and corporate transformation to Talphera completed in Q1 2024 First patient enrollment in the NEPHRO CRRT registrational study expected in Q1 20

Exhibit 99.1 Talphera Announces Fourth Quarter 2023 Financial Results and Provides Corporate Update Company rebranding and corporate transformation to Talphera completed in Q1 2024 First patient enrollment in the NEPHRO CRRT registrational study expected in Q1 2024 with a projected PMA submission by the end of 2024 Cash and investments at December 31, 2023 of $9.4 million together with the royalty

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 TALPHERA, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Identifi

Talphera, Inc. Incentive Compensation Recoupment Policy.

Exhibit 97 Talphera, Inc. Incentive Compensation Recoupment Policy 1. Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Talphera, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) provi

Talphera Announces Reduction in Size of its Board of Directors from Ten to Seven Members

Exhibit 99.1 Talphera Announces Reduction in Size of its Board of Directors from Ten to Seven Members SAN MATEO, Calif., March 1, 2024 - 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 as part of its commitment to operating with best pract

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 TALPHERA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Iden

US00444T2096 / AcelRx Pharmaceuticals Inc / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.001 per share, of Talphera, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule

TLPH / Talphera, Inc. / Lind Global Fund II LP Passive Investment

SC 13G/A 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Talphera, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 0044T209 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

Up to 7,792,208 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants

Filed Pursuant to Rule 424(b)(7) Registration Statement No. 333-276898 PROSPECTUS Up to 7,792,208 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants This prospectus relates to the proposed resale from time to time by the selling stockholders of up to 7,792,208 shares of common stock issuable upon exercise of pre-funded warrants. The selling stockholders purchased the pre-funded w

www.talphera.com 1850 Gateway Drive, Suite 175, San Mateo, CA 94404

February 9, 2024 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Talphera, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Com

As filed with the Securities and Exchange Commission on February 6, 2024

As filed with the Securities and Exchange Commission on February 6, 2024 Registration No.

US00444T2096 / AcelRx Pharmaceuticals Inc / Nantahala Capital Management, LLC - SC 13D Activist Investment

SC 13D 1 tm243863d1sc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No.) (Rule 13d-101) Under the Securities Exchange Act of 1934 TALPHERA, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 00444T209 (CUSIP NUMBER) Taki Vasilakis 130 Main St. 2nd Floor New Canaan, CT 06840 (203) 308-4440 (Name, Address an

JOINT FILING AGREEMENT

EX-99.1 2 tm243863d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Talphera, Inc. and further agree to the filing o

Form of Securities Purchase Agreement, by and among the Registrant and entities affiliated with Nantahala Management, LLC, dated as of January 17, 2024.

Exhibit 10.1 TALPHERA, INC. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 17, 2024, by and between Talphera, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). Whereas, subject to the terms

Form of Pre-Funded Warrant (January 2024).

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Registration Rights Agreement, between the Registrant and the Purchasers, dated as of January 17, 2024.

Exhibit 10.3 TALPHERA, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 17, 2024, by and between Talphera, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Sec

Form of Securities Purchase Agreement, by and among the Registrant and Investor Company ITF Rosalind Master Fund L.P., dated as of January 17, 2024.

Exhibit 10.2 TALPHERA, INC. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 17, 2024, by and between Talphera, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). Whereas, subject to the terms

Talphera Announces $26 Million Capital Commitment Through a Combination of a Non-Dilutive Royalty Monetization and Equity Offering The total committed funding is expected to provide sufficient capital to fund Talphera through a potential FDA approval

Exhibit 99.1 Talphera Announces $26 Million Capital Commitment Through a Combination of a Non-Dilutive Royalty Monetization and Equity Offering The total committed funding is expected to provide sufficient capital to fund Talphera through a potential FDA approval of Niyad™, targeted for the first half of 2025 $16 million of total equity committed with $6 million upfront and $10 million upon the an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 TALPHERA, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Ident

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2024 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer Ident

Amended and Restated Bylaws of the Registrant.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TALPHERA, INC. (A DELAWARE CORPORATION) EFFECTIVE JANUARY 9, 2024 Table Of Contents Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place Of Meetings 1 Section 5. Annual Meetings 2 Section 6. Special Meetings 5 Section

Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACELRX PHARMACEUTICALS, INC. AcelRx Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that: First: The name of this corporation is AcelRx Pharmaceuticals, Inc. Second: The origina

AcelRx Announces Rebranding With Name Change to Talphera, Inc. Name change to “Talphera” reflects a new era of the Company in partnership with the medical community developing novel solutions for medically supervised settings Talphera will begin trad

Exhibit 99.1 AcelRx Announces Rebranding With Name Change to Talphera, Inc. Name change to “Talphera” reflects a new era of the Company in partnership with the medical community developing novel solutions for medically supervised settings Talphera will begin trading on Nasdaq under the trading symbol “TLPH” effective January 10 SAN MATEO, Calif., January 9, 2024 - AcelRx Pharmaceuticals, Inc. (Nas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2024 TALPHERA, INC. (E

-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2024 TALPHERA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Employer

November 29, 2023

November 29, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Debt Securities Warrant Agreement and Warrant Certificate.

Exhibit 4.7 ACELRX PHARMACEUTICALS, INC. and , As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of AcelRx Pharmaceuticals, Inc. Form of Debt Securities Warrant Agreement This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] o

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

Form of Preferred Stock Warrant Agreement and Warrant Certificate.

Exhibit 4.6 ACELRX PHARMACEUTICALS, INC. and , As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of AcelRx Pharmaceuticals, Inc. Form of Preferred Stock Warrant Agreement This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] o

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) AcelRx Pharmaceuticals, Inc.

Form of Common Stock Warrant Agreement and Warrant Certificate.

Exhibit 4.5 ACELRX PHARMACEUTICALS, INC. and , As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of AcelRx Pharmaceuticals, Inc. Form of Common Stock Warrant Agreement This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 AcelRx Pharmaceuticals, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value per share, 2020 Equity Incentive Plan Other 1,500,000 $0

Form of Debt Indenture.

Exhibit 4.3 ACELRX PHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities Table Of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate

Asset Purchase Agreement, between the Registrant and Vertical Pharmaceuticals, LLC, dated March 12, 2023

Exhibit 2.1 [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. ASSET PURCHASE AGREEMENT Between ACELRX PHARMACEUTICALS, INC. and VERTICAL PHARMACEUTICALS, LLC Dated as of March 12, 2023 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, executed on March 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 ACELRX PHARMACEU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS

AcelRx Reports Third Quarter 2023 Financial Results and Provides Corporate Update Niyad™ Investigational Device Exemption (IDE) approval by the FDA achieved in third quarter Company plans to begin its Niyad registrational study this quarter with topl

Exhibit 99.1 AcelRx Reports Third Quarter 2023 Financial Results and Provides Corporate Update Niyad™ Investigational Device Exemption (IDE) approval by the FDA achieved in third quarter Company plans to begin its Niyad registrational study this quarter with topline data expected mid-2024 Cash and investments of $13.4 million as of September 30, 2023 Financing closed in July led by new healthcare

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2023 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS

Amended and Restated 2020 Equity Incentive Plan

Exhibit 10.1 AcelRx Pharmaceuticals, Inc. Amended and Restated 2020 Equity Incentive Plan Originally Adopted by the Board of Directors: April 16, 2020 Originally Approved by the Stockholders: June 16, 2020 Amendment and Restatement Approved by the Board of Directors: April 20, 2021 Amendment and Restatement Approved by the Stockholders: June 17, 2021 Amendment and Restatement Approved by the Board

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

Letter of WithumSmith+Brown, PC, dated October 5, 2023.

Exhibit 16.1 October 5, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read AcelRx Pharmaceuticals, Inc’s. statements included under Item 4.01 of its Form 8-K dated October 5, 2023. We agree with the statements concerning our Firm under Item 4.01, in which we were informed of our dismissal on October 2, 2

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2023 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 ACELRX PHARMACEUT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

AcelRx Reports Second Quarter 2023 Financial Results and Provides Corporate Update Capital raise closed in July, led by new healthcare investors; provides access to up to $26.3 million in capital, with $10 million immediately available AcelRx awaits

Exhibit 99.1 AcelRx Reports Second Quarter 2023 Financial Results and Provides Corporate Update Capital raise closed in July, led by new healthcare investors; provides access to up to $26.3 million in capital, with $10 million immediately available AcelRx awaits response to Emergency Use Authorization (EUA) of Niyad™ submitted to the FDA in April; registrational study set to initiate in Q4 2023 Pr

Up to 5,340,591 Shares of Common Stock Up to 2,012,356 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants Up to 7,352,947 Shares of Common Stock Issuable Upon Exercise of Series A Common Stock Warrants Up to 7,352,947 Shares of Comm

Filed Pursuant to Rule 424(b)(7) Registration Statement No. 333-273589 PROSPECTUS Up to 5,340,591 Shares of Common Stock Up to 2,012,356 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants Up to 7,352,947 Shares of Common Stock Issuable Upon Exercise of Series A Common Stock Warrants Up to 7,352,947 Shares of Common Stock Issuable Upon Exercise of Series B Common Stock Warrants Up

August 7, 2023

August 7, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on August 2, 2023

As filed with the Securities and Exchange Commission on August 2, 2023 Registration No.

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) AcelRx Pharmaceuticals, Inc.

Years Ended December 31,

Exhibit 99.1 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing elsewhere in this Current Report on Form 8-K. In addition to historical information, this discussion a

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Emp

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U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.2 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Consolidated Balance Sheets at December 31, 2022 and 2021 F-4 Consolidated Statements of Operations for the years ended December 31, 2022 and 2021 F-5 Consolidated Statements of Changes in Redeemable Conve

US00444T2096 / AcelRx Pharmaceuticals Inc / Lind Global Fund II LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AcelRx Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 00444T209 (CUSIP Number) July 20, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

Form of Series A common stock warrant (July 2023).

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Series B common stock warrant (July 2023).

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of placement agent Series A common stock warrant.

Exhibit 10.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Securities Purchase Agreement, between the Registrant and the Purchasers, dated July 17, 2023.

Exhibit 10.1 ACELRX PHARMACEUTICALS, INC. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 17, 2023, by and between AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). Wher

Form of Pre-Funded Warrant (July 2023).

Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Registration Rights Agreement, between the Registrant and the Purchasers, dated July 17, 2023.

Exhibit 10.2 ACELRX PHARMCEUTICALS, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 17, 2023, by and between AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is

Form of placement agent Series B common stock warrant.

Exhibit 10.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 AcelRx Pharmaceutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 AcelRx Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 ACELRX PHARMACEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 ACELRX PHARMACEUTICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

AcelRx Pharmaceuticals Reports First Quarter 2023 Financial Results and Provides Corporate Update Request for Emergency Use Authorization of Niyad™ submitted to the FDA in April Divestment of DSUVIA® to Alora Pharmaceuticals closed April 3, 2023 $13.

Exhibit 99.1 AcelRx Pharmaceuticals Reports First Quarter 2023 Financial Results and Provides Corporate Update Request for Emergency Use Authorization of Niyad™ submitted to the FDA in April Divestment of DSUVIA® to Alora Pharmaceuticals closed April 3, 2023 $13.4 million in cash as of March 31, 2023 Webcast and conference call to be held today at 4:30 p.m. EDT HAYWARD, Calif., May 10, 2023 - Acel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No.

Manufacturing Services Agreement between Registrant and Patheon Pharmaceuticals, Inc., dated as of January 18, 2013.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.

Form of Common Warrant, as amended (April 2023).

Exhibit 4.7 AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ACELRX PHARMACEUTICALS, INC. Warrant Shares: 4,227,052 Original Issuance Date: December 29, 2022 Amendment Date: April 25, 2023 THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subj

Amended and Restated Capital Expenditure Agreement between Registrant and Patheon Pharmaceuticals, Inc., effective as of December 12, 2012.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.

Amendment #1 to Manufacturing Services Agreement between the Registrant and Patheon Pharmaceuticals, Inc., effective as of December 12, 2012.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 ACELRX PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Em

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JOHN T. MCKENNA +1 650 843 5059 [email protected] April 11, 2023 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Kevin W. Vaughn RE: AcelRx Pharmaceuticals, Inc. Current Report on Form 8-K (File No. 001-35068) Filed March 30, 2023 Ladies and Gentlemen: On behalf of AcelRx Pharmaceuticals, Inc. (the “Company”), this

AcelRx Pharmaceuticals Announces Closing of Divestment of DSUVIA® to Alora Pharmaceuticals In connection with closing, AcelRx received approximately $2.7 million from Alora Pharmaceuticals and Aguettant AcelRx announces full repayment of its senior l

Exhibit 99.1 AcelRx Pharmaceuticals Announces Closing of Divestment of DSUVIA® to Alora Pharmaceuticals In connection with closing, AcelRx received approximately $2.7 million from Alora Pharmaceuticals and Aguettant AcelRx announces full repayment of its senior loan with Oxford Finance HAYWARD, Calif., April 5, 2023 - AcelRx Pharmaceuticals, Inc. (Nasdaq: ACRX), (AcelRx), a specialty pharmaceutica

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Overview On March 12, 2023, AcelRx Pharmaceuticals, Inc., or AcelRx, entered into an Asset Purchase Agreement, or the Purchase Agreement, with Vertical Pharmaceuticals, LLC, a wholly owned subsidiary of Alora Pharmaceuticals, LLC, or the Buyer, pursuant to which Buyer agreed to acquire certain assets and assume certain l

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 ACELRX PHARMACEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35068 ACELRX PHARMACEUTICALS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 ACELRX PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Em

AcelRx Pharmaceuticals Reports Full Year and Fourth Quarter 2022 Financial Results and Provides Corporate Update Divestment of DSUVIA® to Alora Pharmaceuticals expected to close the week of April 3, 2023 AcelRx advancing its proprietary Niyad™ nafama

Exhibit 99.1 AcelRx Pharmaceuticals Reports Full Year and Fourth Quarter 2022 Financial Results and Provides Corporate Update Divestment of DSUVIA® to Alora Pharmaceuticals expected to close the week of April 3, 2023 AcelRx advancing its proprietary Niyad™ nafamastat program with FDA Breakthrough designation in line with a strategic focus on late-stage assets Near-term corporate milestones expecte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2023 ACELRX PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2023 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Em

US00444T2096 / AcelRx Pharmaceuticals Inc / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-acrx123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ACELRX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00444T209 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 AcelRx Pharmace

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2022 AcelRx Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State or Other Jurisdiction of Incorporation) (Com

Form of Common Warrant (December 2022).

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT ACELRX PHARMACEUTICALS, INC. Warrant Shares: Issuance Date: December 29, 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the six month anniversary of the

Form of Common Warrant, as amended (November 2022).

Exhibit 4.3 COMMON STOCK PURCHASE WARRANT ACELRX PHARMACEUTICALS, INC. Warrant Shares: Issue Date: November 15, 2021 Amendment Date: December 29, 2022 THIS COMMON STOCK PURCHASE WARRANT (as amended, the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any

Form of Pre-Funded Warrant (December 2022).

Exhibit 4.2 PREFUNDED COMMON STOCK PURCHASE WARRANT ACELRX PHARMACEUTICALS, INC. Warrant Shares: Issue Date: December 29, 2022 THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Closi

Form of Securities Purchase Agreement, dated December 27, 2022

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of December 27, 2022, between AcelRx Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and the purchaser identified on the signature pages hereto (including its successors and assigns, the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement an

748,744 Shares of Common Stock Pre-Funded Warrants to Purchase up to 2,632,898 Shares of Common Stock Warrants to Purchase up to 4,227,052 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-239156 PROSPECTUS SUPPLEMENT (To Prospectus dated July 8, 2020) 748,744 Shares of Common Stock Pre-Funded Warrants to Purchase up to 2,632,898 Shares of Common Stock Warrants to Purchase up to 4,227,052 Shares of Common Stock We are offering 748,744 shares of our common stock, par value $0.001 per share, pre-funded warrants to purchase 2,632,89

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS

Up to 81,150 Shares of Common Stock Issuable Upon Exercise of a Warrant

Filed Pursuant to Rule 424(b)(7) Registration Statement No. 333-268396 PROSPECTUS Up to 81,150 Shares of Common Stock Issuable Upon Exercise of a Warrant This prospectus relates to the proposed resale from time to time by Lincoln Park Capital Fund, LLC as selling stockholder of up to 81,150 shares of our common stock, par value $0.001 per share, issuable upon the exercise of a warrant. The Lincoln

ACELRX PHARMACEUTICALS, INC. 25821 Industrial Boulevard, Suite 400 Hayward, CA 94545

ACELRX PHARMACEUTICALS, INC. 25821 Industrial Boulevard, Suite 400 Hayward, CA 94545 November 21, 2022 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: AcelRx Pharmaceuticals, Inc. Registration Statement on Form S-3 File No. 333-268396 Ladies and Gentlemen: AcelRx Pharmaceuticals, Inc. (the ?Registrant?) hereby requests

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) AcelRx Pharmaceuticals, Inc.

As filed with the Securities and Exchange Commission on November 15, 2022

As filed with the Securities and Exchange Commission on November 15, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 ACELRX PHARMACE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

AcelRx Pharmaceuticals Reports Third Quarter 2022 Financial Results and Provides Corporate Update Initial Niyad development batch successfully produced; preparations on track for an Emergency Use Authorization submission DSUVIA sales of $0.5M in the

Exhibit 99.1 AcelRx Pharmaceuticals Reports Third Quarter 2022 Financial Results and Provides Corporate Update Initial Niyad development batch successfully produced; preparations on track for an Emergency Use Authorization submission DSUVIA sales of $0.5M in the third quarter, a 217% increase over prior year $20.9 million in cash and short-term investments as of September 30, 2022 Webcast and Conf

Certificate of Elimination of Series A Convertible Preferred Stock.

Exhibit 3.2 CERTIFICATE OF ELIMINATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF ACELRX PHARMACEUTICALS, INC. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) AcelRx Pharmaceuticals, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), certifies as follows: FIRST: The Corporation's Amend

Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant.

EX-3.1 2 ex436724.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACELRX PHARMACEUTICALS, INC. AcelRx Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that: FIRST: The name of this corporation is AcelRx Pharmac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 ACELRX PHARMACEU

-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 23, 2022 ACELRX PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35068 41-2193603 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 11, 2022 ACELRX PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35068 41-2193603 (State or other jurisdiction of incorporation) (Co

Amended and Restated Bylaws of the Registrant.

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF ACELRX PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) Table Of Contents Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS? MEETINGS 1 Section 4. Place Of Meetings 1 Section 5. Annual Meetings 2 Section 6. Special Meetings 5 Section 7. Notice O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

AcelRx Pharmaceuticals Reports Second Quarter 2022 Financial Results and Provides Corporate Update Advanced Niyad™ supply chain development with a focus on obtaining an Emergency Use Authorization in 2023 $0.6 million net revenue in Q2 2022; fifth co

Exhibit 99.1 AcelRx Pharmaceuticals Reports Second Quarter 2022 Financial Results and Provides Corporate Update Advanced Niyad™ supply chain development with a focus on obtaining an Emergency Use Authorization in 2023 $0.6 million net revenue in Q2 2022; fifth consecutive quarter of commercial (ex-DoD) sales volume growth for DSUVIA, with a 133% increase compared to Q2 2021; on track for EU launch

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS E

Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Registrant.

Exhibit 3.1 ACELRX PHARMACEUTICALS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Vincent J. Angotti, does hereby certify that: 1. Vincent J. Angotti is the Chief Executive Officer of AcelRx Pharmaceuticals, Inc., a Delaware corporation (the ?Corporation?). 2. The C

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 3, 2022 ACELRX PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35068 41-2193603 (State or other jurisdiction of incorporation) (Commission

Registration Rights Agreement, between the Registrant and Lincoln Park Capital Fund, LLC, dated as of August 3, 2022.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of August 3, 2022, between AcelRx Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and purchaser signatory hereto (the ?Purchaser?). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the P

Securities Purchase Agreement, between the Registrant and Lincoln Park Capital Fund, LLC, dated as of August 3, 2022.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of August 3, 2022, between AcelRx Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), the purchaser identified on the signature pages hereto (including its successors and assigns, the ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement, the Comp

Warrant to Purchase Common Stock of the Registrant, dated as of August 3, 2022.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Emp

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commissio

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

Termination of a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 ACELRX PHARMACEUTICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

AcelRx Pharmaceuticals Reports First Quarter 2022 Financial Results and Provides Corporate Update Realigning cost structure from a focus on commercialization to a focus on development to advance late-stage pipeline; expected to result in annual savin

Exhibit 99.1 AcelRx Pharmaceuticals Reports First Quarter 2022 Financial Results and Provides Corporate Update Realigning cost structure from a focus on commercialization to a focus on development to advance late-stage pipeline; expected to result in annual savings of $9 million Completed acquisition of Lowell Therapeutics and nafamostat franchise, including Niyad? with Breakthrough Device Designa

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Emplo

11,017,058 Shares of Common Stock

Filed Pursuant to Rule 424(b)(7) Registration Statement No. 333-264326 Prospectus 11,017,058 Shares of Common Stock This prospectus relates to the proposed resale from time to time by the selling stockholders named herein, together with any of such stockholders? transferees, pledgees, donees or successors, of up to 11,017,058 shares of our common stock, par value $0.001 per share, consisting of (i

Filing Fee Table

EX-FILING FEES 2 ex361218.htm EXHIBIT FILING FEES EXHIBIT 107 Calculation of Filing Fee Tables Amendment No. 1 To Form S-3 (Form Type) AcelRx Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per

As filed with the Securities and Exchange Commission on April 21, 2022

As filed with the Securities and Exchange Commission on April 21, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No.

Filing Fee Table

EXHIBIT 107 CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Unit (1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(1) Common Stock, par value $0.

As filed with the Securities and Exchange Commission on April 15, 2022

As filed with the Securities and Exchange Commission on April 15, 2022 Registration No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Em

AcelRx Pharmaceuticals Reports Fourth Quarter and Full Year 2021 Financial Results AcelRx expanded late-stage pipeline with Niyad™ (nafamostat), which has received Breakthrough Designation status from the FDA and an ICD-10 procedural code from CMS Q4

Exhibit 99.1 AcelRx Pharmaceuticals Reports Fourth Quarter and Full Year 2021 Financial Results AcelRx expanded late-stage pipeline with Niyad? (nafamostat), which has received Breakthrough Designation status from the FDA and an ICD-10 procedural code from CMS Q4 2021 DSUVIA unit sales growth of 142% compared to Q3 2021 AcelRx had $51.6 million of cash and short-term investments as of December 31,

Non-Employee Director Compensation Policy.

Exhibit 10.13 Non-Employee Director Compensation Policy Compensation for our non-employee directors consists of cash, restricted stock unit awards (?RSUs?) and stock options. The Compensation Committee periodically reviews the compensation paid to non-employee directors for their service on the Board and its committees and recommends any changes considered appropriate to the full Board for its app

Second Amendment to Loan and Security Agreement between the Registrant and Oxford Finance, LLC, dated as of November 14, 2021.

EX-10.31 3 ex343559.htm EXHIBIT 10.31 Exhibit 10.31 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of January 10, 2022, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (“Oxford”), as collateral ag

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35068 ACELRX PHARMACEUTICALS, INC.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Em

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS

JOINT FILING AGREEMENT

EX-99.1 2 d305707dex991.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of AcelRx Pharmaceuti

ACRX / AcelRx Pharmaceuticals Inc / ARMISTICE CAPITAL, LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS

ACRX / AcelRx Pharmaceuticals Inc / BML Investment Partners, L.P. - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ACELRX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 00444T100 (CUSIP Number) Calendar Year 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2022 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS E

AcelRx Pharmaceuticals Announces the Closing of its Acquisition of Lowell Therapeutics AcelRx expands its late-stage development pipeline with acquisition Lowell’s lead product, Niyad™ was granted FDA Breakthrough Device Designation and an ICD-10 cod

Exhibit 99.1 AcelRx Pharmaceuticals Announces the Closing of its Acquisition of Lowell Therapeutics AcelRx expands its late-stage development pipeline with acquisition Lowell?s lead product, Niyad? was granted FDA Breakthrough Device Designation and an ICD-10 code from CMS for reimbursement HAYWARD, Calif., January 10, 2022 ? AcelRx Pharmaceuticals, Inc. (NASDAQ: ACRX), a specialty pharmaceutical

Contingent Value Rights Agreement, dated as of January 7, 2022, by and among AcelRx Pharmaceuticals, Inc., James Wilkie, solely in his capacity as the representative of the Lowell stockholders and option holders, and Computershare Inc., and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively as Rights Agent

Exhibit 10.1 Execution Version Contingent Value Rights Agreement This Contingent Value Rights Agreement, dated as of January 7, 2022 (this ?Agreement?), is entered into by and among AcelRx Pharmaceuticals, Inc., a Delaware corporation (?Parent?), James Wilkie (the ?Stockholder Representative?), solely in his capacity as the representative of the Holders and Computershare Inc., a Delaware corporati

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS

AcelRx Pharmaceuticals Announces the Appointment of Jill Broadfoot to its Board of Directors

Exhibit 99.1 AcelRx Pharmaceuticals Announces the Appointment of Jill Broadfoot to its Board of Directors Hayward, Calif., November 23, 2021 ? AcelRx Pharmaceuticals, Inc. (NASDAQ: ACRX), a specialty pharmaceutical company focused on the development and commercialization of innovative therapies for use in medically supervised settings, today announced the appointment of Jill Broadfoot to the compa

License and Commercialization Agreement (PFS), dated July 14, 2021, between the Registrant and Laboratoire Aguettant.

Exhibit 10.2 [***] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS CONFIDENTIAL, (II) IS NOT MATERIAL, AND (III) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AND COMMERCIALIZATION AGREEMENT (US) BETWEEN ACELRX PHARMACEUTICALS, INC. AND LABORATOIRE AGUETTANT EFFECTIVE AS OF JULY 14, 2021 This License and Commerci

License and Commercialization Agreement (DZUVEO), dated July 14, 2021, between the Registrant and Laboratoire Aguettant.

Exhibit 10.1 [***] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS CONFIDENTIAL, (II) IS NOT MATERIAL, AND (III) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. LICENSE AND COMMERCIALIZATION AGREEMENT (EU) RELATING TO DZUVEO BETWEEN ACELRX PHARMACEUTICALS, INC. AND LABORATOIRE AGUETTANT EFFECTIVE AS OF JULY 14, 2021 This L

Agreement and Plan of Merger, dated as of November 14, 2021, by and among the Registrant, Lowell, Merger Sub 1, Merger Sub 2 and the Stockholder Representative.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG ACELRX PHARMACEUTICALS, INC., ACELRX INTERMEDIATE SUB, INC., ACELRX CONSOLIDATION SUB, LLC, LOWELL THERAPEUTICS, INC., AND JAMES WILKIE, AS STOCKHOLDER REPRESENTATIVE November 14, 2021 Table of Contents Page ARTICLE I THE MERGERS SECTION 1.1 The Mergers 2 SECTION 1.2 Closing and Effective Times 3 SECTION 1.3 Organizational Doc

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Form of Warrant to Purchase Common Stock of the Registrant, dated as of November 15, 2021.

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT ACELRX PHARMACEUTICALS, INC. Warrant Shares: Issue Date: November 15, 2021 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the six month anniversary after the

Form of CVR Agreement.

Exhibit 10.3 Form of Contingent Value Rights Agreement This Contingent Value Rights Agreement, dated as of [?], 2021 (this ?Agreement?), is entered into by and among AcelRx Pharmaceuticals, Inc., a Delaware corporation (?Parent?), James Wilkie (the ?Stockholder Representative?), solely in his capacity as the representative of the Holders and [?], as Rights Agent (the ?Rights Agent?). RECITALS Wher

Purchase Agreement between the Company and the Purchasers, dated November 15, 2021

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made as of the 15 day of November, 2021, by and among AcelRx Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and the investors set forth on the signature pages hereto (the ?Investors?). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase and Sale of Securities. 1.1 Sale and Issuance. Subj

17,500,000 Shares of Common Stock Warrants to Purchase Up to 17,500,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-239156 PROSPECTUS SUPPLEMENT (To Prospectus dated July 8, 2020) 17,500,000 Shares of Common Stock Warrants to Purchase Up to 17,500,000 Shares of Common Stock We are offering 17,500,000 shares of our common stock, par value $0.001 per share, and warrants to purchase up to 17,500,000 shares of common stock, which we refer to in this prospectus s

AcelRx Pharmaceuticals to Acquire Lowell Therapeutics and Reports Third Quarter 2021 Financial Results AcelRx to expand its pipeline with Niyad™, Lowell’s investigational product that has received Breakthrough Designation status from the FDA Lowell p

Exhibit 99.1 AcelRx Pharmaceuticals to Acquire Lowell Therapeutics and Reports Third Quarter 2021 Financial Results AcelRx to expand its pipeline with Niyad?, Lowell?s investigational product that has received Breakthrough Designation status from the FDA Lowell provides AcelRx diversification into new therapeutic areas within medically supervised settings AcelRx had $48.7 million of cash and short

First Amendment to Loan and Security Agreement between the Registrant and Oxford Finance, LLC, dated as of May 5, 2021.

EX-10.4 6 ex306589.htm EXHIBIT 10.4 Exhibit 10.4 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of May 5, 2021, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in su

As filed with the Securities and Exchange Commission on August 18, 2021

As filed with the Securities and Exchange Commission on August 18, 2021 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS E

AcelRx Pharmaceuticals Reports Second Quarter 2021 Financial Results $55.3 million of cash and short-term investments as of June 30, 2021 Q2 2021 DSUVIA sales of $0.4M, a 117% increase compared to Q1 2021 516 formulary approvals as of July 31, 2021

Exhibit 99.1 AcelRx Pharmaceuticals Reports Second Quarter 2021 Financial Results $55.3 million of cash and short-term investments as of June 30, 2021 Q2 2021 DSUVIA sales of $0.4M, a 117% increase compared to Q1 2021 516 formulary approvals as of July 31, 2021 HAYWARD, Calif., August 16, 2021 ? AcelRx Pharmaceuticals, Inc. (Nasdaq: ACRX), (AcelRx), a specialty pharmaceutical company focused on th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commercial Supply Agreement, effective March 31, 2021 by and between the Registrant and Catalent Pharma Solutions, LLC.

Exhibit 10.1 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS CONFIDENTIAL, (II) IS NOT MATERIAL, AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. COMMERCIAL SUPPLY AGREEMENT DSUVIA? (sufentanil) This Commercial Supply Agreement (?Agreement?) is made as of this 31st day of March, 2021 (the ?Effect

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Emp

July 29, 2021

EX-16.1 2 ex268773.htm EXHIBIT 16.1 Exhibit 16.1 July 29, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7561 Ladies and Gentlemen: We have read AcelRx Pharmaceuticals, Inc.’s statements included under Item 4.01 of its Form 8‑K dated July 29, 2021, and are in agreement with the statements contained therein concerning our firm in response to Item 304(a) of Regulatio

AcelRx Enters into Licensing Agreement for DZUVEO® in Europe and In-licensing Agreement for Two Products in the U.S. AcelRx to receive up to approximately $55 million in combined up-front and sales-based milestone payments for DZUVEO licensing agreem

Exhibit 99.1 AcelRx Enters into Licensing Agreement for DZUVEO? in Europe and In-licensing Agreement for Two Products in the U.S. AcelRx to receive up to approximately $55 million in combined up-front and sales-based milestone payments for DZUVEO licensing agreement AcelRx obtains the rights to file NDAs and commercialize two innovative pre-filled syringe product candidates for the U.S. HAYWARD, C

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Emp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Emp

Amended and Restated 2020 Equity Incentive Plan

EX-10.1 2 ex258026.htm EXHIBIT 10.1 Exhibit 10.1 AcelRx Pharmaceuticals, Inc. Amended and Restated 2020 Equity Incentive Plan Originally Adopted by the Board of Directors: April 16, 2020 Originally Approved by the Stockholders: June 16, 2020 Amendment and Restatement Approved by the Board of Directors: April 20, 2021 Amendment and Restatement Approved by the Stockholders: June 17, 2021 Table of Co

2021 Cash Bonus Plan Summary.

EX-10.1 2 ex248728.htm EXHIBIT 10.1 Exhibit 10.1 2021 Cash Bonus Plan Summary Target bonuses for named executive officers of AcelRx Pharmaceuticals, Inc. (the “Company”) under the 2021 Cash Bonus Plan (the “Plan”) will range from 35% to 60% of such executive’s 2021 base salary. The target bonuses for the Company’s named executive officers for 2021 are as follows: Name Position Bonus % Vincent Ango

AcelRx Pharmaceuticals Reports First Quarter 2021 Financial Results $67.3 million of cash and short-term investments at March 31, 2021 432 formulary approvals at April 30, 2021 The American Dental Association provided a CDT code establishing a pathwa

EX-99.1 2 ex250590.htm EXHIBIT 99.1 Exhibit 99.1 AcelRx Pharmaceuticals Reports First Quarter 2021 Financial Results $67.3 million of cash and short-term investments at March 31, 2021 432 formulary approvals at April 30, 2021 The American Dental Association provided a CDT code establishing a pathway to reimbursement for DSUVIA® HAYWARD, Calif., May 17, 2021 – AcelRx Pharmaceuticals, Inc. (Nasdaq:

Non-Employee Director Compensation Policy.

EX-10.2 3 ex248729.htm EXHIBIT 10.2 Exhibit 10.2 Non-Employee Director Compensation Policy Compensation for our non-employee directors consists of cash, restricted stock unit awards (“RSUs”) and stock options. The Compensation Committee periodically reviews the compensation paid to non-employee directors for their service on the Board and its committees and recommends any changes considered approp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Empl

Sublease for a Single Sublessee, dated March 26, 2021, by and between the Registrant and Weichert Workforce Mobility Inc., as successor in interest to The MI Group, Inc.

Exhibit 10.3 SUBLEASE FOR A SINGLE SUBLESSEE To be used if the entire space (Premises) will be subleased by a single sublessee whether or not the space (Premises) is a single tenant building or is located in a multi?tenant building. If there will be one or more sublessees sharing the space with each other and/or the lessee, whether or not the space (Premises) is a single tenant building or is loca

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Em

- FORM DEF 14A

DEF 14A 1 acrx20210416def14a.htm FORM DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy St

- FORM DEFA14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

AcelRx Pharmaceuticals Announces Appointment of Marina Bozilenko to the Board of Directors

EX-99.1 2 ex238402.htm EXHIBIT 99.1 Exhibit 99.1 AcelRx Pharmaceuticals Announces Appointment of Marina Bozilenko to the Board of Directors REDWOOD CITY, Calif., March 31, 2021 – AcelRx Pharmaceuticals, Inc. (NASDAQ: ACRX), a specialty pharmaceutical company focused on the development and commercialization of innovative therapies for use in medically supervised settings, today announced the appoin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Em

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Em

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35068 ACELRX PHARMACEUTICALS, INC.

AcelRx Pharmaceuticals Reports Fourth Quarter and Full Year 2020 Financial Results Full year 2020 revenues of $5.4 million compared to $2.3 million in 2019

EX-99.1 2 ex233937.htm EXHIBIT 99.1 Exhibit 99.1 AcelRx Pharmaceuticals Reports Fourth Quarter and Full Year 2020 Financial Results Full year 2020 revenues of $5.4 million compared to $2.3 million in 2019 REDWOOD CITY, Calif., March 15, 2021 – AcelRx Pharmaceuticals, Inc. (Nasdaq: ACRX), (AcelRx), a specialty pharmaceutical company focused on the development and commercialization of innovative the

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Em

Subsidiaries of the Registrant.

Exhibit 21.2 SUBSIDIARIES OF THE REGISTRANT ARPI LLC, duly formed under the laws of the State of Delaware, a wholly owned subsidiary of AcelRx Pharmaceuticals, Inc.

Description of Capital Stock.

EX-4.1 2 ex232263.htm EXHIBIT 4.1 Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the common stock, $0.001 par value (“Common Stock”) of AcelRx Pharmaceuticals, Inc. (the “Company”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange

2021 Cash Bonus Plan Summary.

Exhibit 10.18 2021 Cash Bonus Plan Summary Target bonuses for named executive officers of AcelRx Pharmaceuticals, Inc. (the ?Company?) under the 2021 Cash Bonus Plan (the ?Plan?) will range from 35% to 60% of such executive?s 2021 base salary. The target bonuses for the Company?s named executive officers for 2021 are as follows: Name Position Bonus % Vincent Angotti Chief Executive Officer 60% Pam

Non-Employee Director Compensation Policy.

Exhibit 10.17 Non-Employee Director Compensation Policy Compensation for our non-employee directors consists of cash, restricted stock units and stock options. The Compensation Committee periodically reviews the compensation paid to non-employee directors for their service on the Board and its committees and recommends any changes considered appropriate to the full Board for its approval. Each mem

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS Emp

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of incorporation) (Commission File No.) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ACELRX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number)

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ACELRX PHARMACEUTICALS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 00444T100 (CUSIP Number) Calendar Year 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Underwriting Agreement

Exhibit 1.1 14,500,000 Shares ACELRX PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT January 19, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York As Representative of the Several Underwriters Named in Schedule I hereto Ladies and Gentlemen: AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in

14,500,000 Shares Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-239156 PROSPECTUS SUPPLEMENT (To Prospectus dated July 8, 2020) 14,500,000 Shares Common Stock We are offering 14,500,000 shares of our common stock. Our common stock is listed on the Nasdaq Global Market under the symbol “ACRX.” On January 19, 2021, the last reported sale price of our common stock on the Nasdaq Global Market was $2.35 per shar

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2021 ACELRX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35068 41-2193603 (State of Incorporation) (Commission File No.) (I.R.