Talphera Schedule 13G/A: Rosalind Reports 9.9% Stake

Rhea-AI Filing Summary

TALPHERA, INC. Schedule 13G/A reports that Rosalind Advisors, Inc., Rosalind Master Fund L.P., Steven Salamon and Gilad Aharon each disclose beneficial ownership of 12,925,597 shares representing 9.9% of common stock based on 51,899,648 ordinary shares outstanding as of April 24, 2026.

The filing states that the reported totals include 3,353,916 shares held, 2,941,180 shares issuable upon exercise of warrants and 6,630,501 shares issuable upon exercise of pre-funded warrants, and it notes these convertible instruments are subject to a blocker provision that prevents exercises that would result in beneficial ownership above 9.99%.

Insights

Institutional Ownership Analyst

Large common-stock holding disclosed; conversion blockers limit exercise.

The filing lists 12,925,597 shares attributed to each reporting person and ties the percent calculation to April 24, 2026 and a DEF 14A cited on June 29, 2026. It explicitly breaks the total into held shares, warrants, and pre-funded warrants with a blocker provision.

Key dependencies are the exercisability limits: the blocker prevents conversion above 9.99%, so available voting/disposing power currently reflects only exercisable amounts. Subsequent filings would show any change in exercisability or percent.

Securities Compliance Advisor

Disclosure attributes shared voting and dispositive power to advisor and principals; disclaimers preserved.

The statement attributes shared voting power of 3,353,916 shares to each Reporting Person and includes the Advisor and portfolio managers' disclaimers of beneficial ownership. The filing cites specific instrument counts and the blocker language verbatim.

Regulatory significance is limited: this is an ownership disclosure under Section 13. The filing ties percent figures to a specific outstanding-share base and preserves customary disclaimers and blocker qualifications.

Key Figures

Reported shares attributed: 12,925,597 shares Percent of class: 9.9% Shares held: 3,353,916 shares +4 more

7 metrics

Reported shares attributed 12,925,597 shares per cover rows for each Reporting Person

Percent of class 9.9% based on 51,899,648 ordinary shares outstanding as of April 24, 2026

Shares held 3,353,916 shares Common Stock held by Reporting Persons (cover and Item 4)

Warrants exercisable 2,941,180 shares shares issuable upon exercise of warrants (cover and Item 4)

Pre-funded warrants 6,630,501 shares shares issuable upon exercise of pre-funded warrants (cover and Item 4)

Outstanding share base 51,899,648 ordinary shares used to calculate percent of class as of April 24, 2026

Blocker threshold 9.99% exercise limitation cited in Item 4 preventing exercises above this beneficial ownership level

Key Terms

pre-funded warrant, blocker provision, shared dispositive power, beneficial ownership

4 terms

pre-funded warrant financial

"6,630,501 shares of Common Stock issuable upon exercise of pre-funded warrants"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

blocker provision regulatory

"they contain a blocker provision under which the holder thereof does not have the right to exercise"

shared dispositive power regulatory

"Shared Dispositive Power 12,925,597.00"

beneficial ownership regulatory

"may be deemed to have the beneficial ownership of 3,353,916 shares of common stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Rosalind Advisors report in TALPHERA (TLPH)?

Rosalind Advisors and affiliated reporting persons report 12,925,597 shares, equating to 9.9% of common stock based on 51,899,648 outstanding as of April 24, 2026. The amount includes held shares plus warrants and pre-funded warrants.

How many shares are listed as held versus issuable by Rosalind in the filing?

The filing lists 3,353,916 shares of Common Stock held, 2,941,180 shares issuable upon warrants, and 6,630,501 shares issuable upon pre-funded warrants, as reported in Item 4 and cover rows.

What is the "blocker provision" referenced in the Schedule 13G/A?

The filing states certain warrants contain a blocker provision that prevents exercise to the extent it would cause beneficial ownership to exceed 9.99%, limiting current exercisability of those instruments.

Does the advisor claim direct beneficial ownership of the shares reported?

The filing notes that Rosalind Advisors is the investment advisor to the fund and that the Advisor and Mr. Salamon "disclaim beneficial ownership" of the shares, while still reporting shared voting and dispositive power figures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 01:22 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

TALPHERA, INC.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

00444T209

(CUSIP Number)

3/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 00444T209

1

Names of Reporting Persons

Rosalind Advisors, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,925,597.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,925,597.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,925,597.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: This percentage is calculated based upon 51,899,648 ordinary shares of the Issuers common stock outstanding as of April 24th, 2026, based on the DEF 14A Filing on June 29th, 2026. However, as more fully described in Item 4, the securities reported in rows 6, 8 and 9 show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows 6, 8 and 9. (6) 3,353,916 shares of Common Stock 2,941,180 shares of Common Stock issuable upon exercise of warrants 6,630,501 shares of Common Stock issuable upon exercise of pre-funded warrants

SCHEDULE 13G

CUSIP Number(s): 00444T209

1

Names of Reporting Persons

SALAMON STEVEN A J

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,925,597.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,925,597.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,925,597.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (6) 3,353,916 shares of Common Stock 2,941,180 shares of Common Stock issuable upon exercise of warrants 6,630,501 shares of Common Stock issuable upon exercise of pre-funded warrants

SCHEDULE 13G

CUSIP Number(s): 00444T209

1

Names of Reporting Persons

Aharon Gil

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,925,597.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,925,597.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,925,597.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (6) 3,353,916 shares of Common Stock 2,941,180 shares of Common Stock issuable upon exercise of warrants 6,630,501 shares of Common Stock issuable upon exercise of pre-funded warrants

SCHEDULE 13G

CUSIP Number(s): 00444T209

1

Names of Reporting Persons

Rosalind Master Fund L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,925,597.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,925,597.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,925,597.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: (6) 3,353,916 shares of Common Stock 2,941,180 shares of Common Stock issuable upon exercise of warrants 6,630,501 shares of Common Stock issuable upon exercise of pre-funded warrants

SCHEDULE 13G

Item 1.
(a)	Name of issuer: TALPHERA, INC.
(b)	Address of issuer's principal executive offices: 1850 GATEWAY DRIVE, 1850 GATEWAY DRIVE, SAN MATEO, CALIFORNIA, 94404.
Item 2.
(a)	Name of person filing: Rosalind Advisors Inc. Advisor to RMF Rosalind Master Fund L.P. RMF Steven Salamon President Steven Salamon is the portfolio manager of the Advisor which advises RMF. Gilad Aharon is the portfolio manager and member of the Advisor which advises RMF.
(b)	Address or principal business office or, if none, residence: Rosalind Advisors, Inc. 15 Wellesley Street West Suite 326 Toronto, Ontario M4Y 0G7 Canada Rosalind Master Fund L.P. P.O. Box 309 Ugland House, Grand Cayman KY1-1104, Cayman Islands Steven Salamon 15 Wellesley Street West Suite 326 Toronto, Ontario M4Y 0G7 Canada Gilad Aharon 15 Wellesley Street West Suite 326 Toronto, Ontario M4Y 0G7 Canada
(c)	Citizenship: Mr. Salamon and Mr. Aharon are citizens of Canada, resident in Ontario
(d)	Title of class of securities: Common Shares
(e)	CUSIP No.: 00444T209
Item 4.	Ownership
(a)	Amount beneficially owned: The information as of the date of the event which requires filing of this statement required by Items 4a to c is set forth in Rows 7 to 13 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based upon 51,899,648 ordinary shares of the Issuers common stock outstanding as of April 24th, 2026, based on the DEF 14A Filing on June 29th, 2026. Rosalind Master Fund L.P. may have been deemed to have the beneficial ownership of 3,353,916 shares of common stock representing the beneficial ownership of approximately 6.46% of the common stocks as mentioned above, which excludes the 9,571,681 shares issuable upon the exercise of pre-funded warrants and warrants because they contain a blocker provision under which the holder thereof does not have the right to exercise any of the warrant to the extent that such exercise would result in beneficial ownership by the holder in excess of 9.99% of the Common Stock. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise any of the warrants due to the Blockers. Rosalind Advisors Inc. is the investment advisor to RMF and may be deemed to be the beneficial owner of shares held by RMF. Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares held by RMF. Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of the shares.
(b)	Percent of class: Rosalind Advisors Inc. 9.9% Rosalind Master Fund L.P. 9.9% Steven Salamon 9.9% Gilad Aharon 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: Rosalind Advisors Inc. 3,353,916 Rosalind Master Fund L.P. 3,353,916 Steven Salamon 3,353,916 Gilad Aharon 3,353,916
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: Rosalind Advisors Inc. 3,353,916 Rosalind Master Fund L.P. 3,353,916 Steven Salamon 3,353,916 Gilad Aharon 3,353,916
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Rosalind Advisors, Inc.

Signature:	Steven Salamon
Name/Title:	President
Date:	05/12/2026

SALAMON STEVEN A J

Signature:	Steven Salamon
Name/Title:	Steven Salamon
Date:	05/12/2026

Aharon Gil

Signature:	Gil Aharon
Name/Title:	Gil Aharon
Date:	05/12/2026

Rosalind Master Fund L.P.

Signature:	Mike McDonald
Name/Title:	Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)
Date:	05/12/2026