Nantahala Capital-linked holders in Talphera (TLPH) acquire 4,266,211 pre-funded warrants

Rhea-AI Filing Summary

Nantahala Capital Management-linked funds acquired 4,266,211 pre-funded warrants to purchase Talphera common stock at $0.585 per warrant, with an exercise price of $0.001 per share. These warrants are exercisable indefinitely, bringing the reporting group’s total to 18,822,267 warrants held indirectly. Nantahala, Wilmot B. Harkey, and Daniel Mack may be deemed beneficial owners but each disclaims ownership beyond their pecuniary interest.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nantahala Capital Management, LLC

(Last) (First) (Middle)

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TALPHERA, INC. [ TLPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-Funded Warrants	$0.001	03/13/2026		A		4,266,211		(1)	(1)	Common Stock	4,266,211	$0.585	18,822,267	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Nantahala Capital Management, LLC

(Last) (First) (Middle)

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

1. Name and Address of Reporting Person^*

Harkey Wilmot B.

(Last) (First) (Middle)

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

1. Name and Address of Reporting Person^*

Mack Daniel

(Last) (First) (Middle)

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See remarks

Explanation of Responses:

1. This Form 4 discloses the acquisition of pre-paid warrants to purchase shares of Talphera, Inc. common stock ("Common Stock"), which warrants are substantially similar to other warrants beneficially owned by the Reporting Persons; all such warrants are together referred to as the "Warrants." The Warrants are exercisable indefinitely.

2. NCM, an investment adviser to certain private funds and managed accounts (the "NCM Investors") that hold shares of Common Stock and certain derivative securities related thereto (the "Derivatives"), including Warrants, may be deemed a beneficial owner of such Warrants. Each of Mr. Wilmot B. Harkey and Mr. Daniel Mack may be deemed a beneficial owner of the Warrants beneficially owned by NCM. Each of NCM, Mr. Harkey and Mr. Mack (the "Reporting Persons") disclaims beneficial ownership of the Warrants disclosed herein except to the extent of their respective pecuniary interests therein.

Remarks:

Mr. Abhinav Jain, an NCM Analyst, is a member of the Issuer's board of directors. On the basis of the relationship among Mr. Jain and each of the Reporting Persons, the Reporting Persons may be deemed directors by deputization with respect to the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934.

	/s/ Taki Vasilakis, Chief Compliance Officer of Nantahala Capital Management, LLC	03/17/2026
	/s/ Wilmot B. Harkey	03/17/2026
	/s/ Daniel Mack	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did TALPHERA (TLPH) report on this Form 4?

Talphera reported that entities associated with Nantahala Capital Management acquired 4,266,211 pre-funded warrants. These warrants give the right to buy common stock and are classified as a derivative, non-open-market acquisition.

What are the key terms of the Talphera (TLPH) pre-funded warrants?

The pre-funded warrants were acquired at $0.585 per warrant and are exercisable for Talphera common stock at an exercise price of $0.001 per share. According to the disclosure, the warrants are exercisable indefinitely.

How many Talphera (TLPH) warrants do the reporting persons hold after this transaction?

After acquiring 4,266,211 additional pre-funded warrants, the reporting group now holds 18,822,267 warrants in total. These positions are reported as indirect holdings through investment vehicles advised by Nantahala Capital Management.

Is the Talphera (TLPH) Form 4 transaction an open-market stock purchase or sale?

No. The Form 4 shows a grant or other acquisition of derivative securities, specifically pre-funded warrants, at a stated purchase price. It is not classified as an open-market common stock buy or sell transaction.

Who are the reporting persons on this Talphera (TLPH) Form 4?

The reporting persons are Nantahala Capital Management, LLC, Wilmot B. Harkey, and Daniel Mack. Each may be deemed a beneficial owner of the reported warrants but disclaims beneficial ownership beyond their respective pecuniary interests.

How is beneficial ownership of the Talphera (TLPH) warrants described?

Nantahala advises private funds and accounts that hold Talphera common stock and derivative securities, including these warrants. Nantahala, Wilmot B. Harkey, and Daniel Mack may be deemed beneficial owners but each disclaims ownership except for their pecuniary interest.