TLPH Reg D Notice — $16.98M Raised of $28.97M Program

Rhea-AI Filing Summary

Talphera, Inc. filed a Form D announcing a Rule 506(b) exempt offering of equity and related option securities. The company registered a total offering size of $28,969,997, of which $16,984,999 has been sold and $11,984,998 remains available. The notice lists 13 investors so far and indicates the issuer intends the offering to remain open for more than one year.

The filing shows a $0 minimum investment, no sales commissions or finders' fees reported, and no proceeds designated for executive officers, directors, or promoters. The Form D was signed by CFO Raffi Asadorian.

Positive

• $16,984,999 already sold toward a $28,969,997 offering, providing meaningful capital infusion
• No sales commissions or finders' fees reported, which preserves more net proceeds for the issuer
• $0 reported paid to executives/directors/promoters from offering proceeds, reducing immediate related-party payout concerns
• Offering structured under Rule 506(b), a common Regulation D exemption for private placements

Negative

• 13 investors to date, indicating limited investor breadth which may concentrate ownership
• Remaining $11,984,998 to be sold could lead to further dilution depending on pricing and terms
• $0 minimum investment may allow numerous small investors, complicating future shareholder communications and management

Insights

Securities Analyst

TL;DR: Talphera has raised ~$17.0M under Rule 506(b) toward a ~$29.0M offering, with remaining capacity and minimal distribution costs.

The filing indicates a private placement under Regulation D Rule 506(b) focused on equity and associated options. With $16.985M sold of a $28.97M program, the company retains material dry powder to fund planned uses; 13 investors are disclosed, suggesting limited institutional breadth to date. No sales commissions or finders' fees were reported, which reduces near-term issuance costs. The $0 minimum investment and multi-year duration suggest flexibility in continuing solicitations consistent with private placement practice. This disclosure is routine but material for cap table and dilution modeling.

Corporate Governance Expert

TL;DR: Governance disclosure is standard; no related-party payouts and signature by the CFO confirm internal authorization.

The Form D explicitly states $0 of gross proceeds allocated to named officers, directors, or promoters, which reduces immediate related-party conflict concerns. The filing names executives and directors and provides addresses consistent with the issuer's principal place of business. The absence of sales agents and reported fees suggests direct placements to investors. Overall, disclosure appears complete for a Regulation D notice and raises no immediate governance red flags based on the information provided.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001427925

ACELRX PHARMACEUTICALS INC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

TALPHERA, INC.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
TALPHERA, INC.
Street Address 1		Street Address 2
1850 GATEWAY DRIVE		SUITE 175
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SAN MATEO	CALIFORNIA	94404	650-216-3500

3. Related Persons

Last Name	First Name	Middle Name
Angotti	Vincent	J
Street Address 1	Street Address 2
1850 Gateway Drive, Suite 175
City	State/Province/Country	ZIP/PostalCode
San Mateo	CALIFORNIA	94404

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Dasu	Badri	P
Street Address 1	Street Address 2
1850 Gateway Drive, Suite 175
City	State/Province/Country	ZIP/PostalCode
San Mateo	CALIFORNIA	94404

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Asadorian	Raffi
Street Address 1	Street Address 2
1850 Gateway Drive, Suite 175
City	State/Province/Country	ZIP/PostalCode
San Mateo	CALIFORNIA	94404

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Adams	Adrian
Street Address 1	Street Address 2
1850 Gateway Drive, Suite 175
City	State/Province/Country	ZIP/PostalCode
San Mateo	CALIFORNIA	94404

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Aslam	Shakil
Street Address 1	Street Address 2
1850 Gateway Drive, Suite 175
City	State/Province/Country	ZIP/PostalCode
San Mateo	CALIFORNIA	94404

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Broadfoot	Jill
Street Address 1	Street Address 2
1850 Gateway Drive, Suite 175
City	State/Province/Country	ZIP/PostalCode
San Mateo	CALIFORNIA	94404

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bozilenko	Marina
Street Address 1	Street Address 2
1850 Gateway Drive, Suite 175
City	State/Province/Country	ZIP/PostalCode
San Mateo	CALIFORNIA	94404

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hoffman	Stephen	J
Street Address 1	Street Address 2
1850 Gateway Drive, Sutie 175
City	State/Province/Country	ZIP/PostalCode
San Mateo	CALIFORNIA	94404

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wan	Mark
Street Address 1	Street Address 2
1850 Gateway Drive, Suite 175
City	State/Province/Country	ZIP/PostalCode
San Mateo	CALIFORNIA	94404

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jain	Abhinav
Street Address 1	Street Address 2
1850 Gateway Drive, Suite 175
City	State/Province/Country	ZIP/PostalCode
San Mateo	CALIFORNIA	94404

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	X Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-10				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$28,969,997	USD	or Indefinite
Total Amount Sold	$16,984,999	USD
Total Remaining to be Sold	$11,984,998	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

13

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
TALPHERA, INC.	/s/ Raffi Asadorian	Raffi Asadorian	Chief Financial Officer	2025-09-12

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What is the total size of Talphera's (TLPH) offering?

The Form D lists a total offering amount of $28,969,997.

How much has Talphera (TLPH) raised so far in this offering?

The filing reports $16,984,999 sold to date, leaving $11,984,998 remaining.

Under which exemption is Talphera (TLPH) conducting the offering?

The offering is claimed under Regulation D Rule 506(b).

Were any sales commissions or finders' fees paid in Talphera's offering?

The Form D reports $0 in sales commissions and $0 in finders' fees.

How many investors participated in Talphera's offering so far?

The filing indicates 13 investors have invested to date.

Did the offering allocate any proceeds to executives or directors?

The Form D shows $0 of offering proceeds used for payments to executives, directors, or promoters.