Talphera, Inc. received an updated ownership disclosure showing that AIGH Capital Management LLC, AIGH Investment Partners LLC, and Orin Hirschman together beneficially own 4,661,502 shares of Talphera common stock, representing 9.8% of the outstanding class as of the event date.
The filing notes rights to purchase an additional 5,454,545 common shares in a second closing, but these are not currently exercisable because of beneficial ownership limits. The reporting persons state the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of Talphera.
Positive
None.
Negative
None.
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, $0.001 par value
(Title of Class of Securities)
00444T209
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
00444T209
1
Names of Reporting Persons
Orin Hirschman
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,661,502.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,661,502.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,661,502.00
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)
9.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
00444T209
1
Names of Reporting Persons
AIGH Capital Management LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,661,502.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,661,502.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,661,502.00
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)
9.8 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Talphera, Inc.
(b)
Address of issuer's principal executive offices:
1850 Gateway Drive, Suite 175, San Mateo, CA, 94404
Item 2.
(a)
Name of person filing:
This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1 promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Act"):
(i) AIGH Capital Management, LLC, a Maryland limited liability company ("AIGH CM"), as an Advisor or Sub-Advisor with respect to shares of Common Stock (as defined in Item 2(d) below) held by AIGH Investment Partners, L.P., and WVP Emerging Manger Onshore Fund, LLC - AIGH Series.
(ii) AIGH Investment Partners, L.L.C., a Delaware limited liability company ("AIGH LLC";), with respect to shares of Common Stock (as defined in Item 2(d) below) directly held by it;
(iii) Mr. Orin Hirschman ("Mr. Hirschman"), who is the Managing Member of AIGH Capital Management, LLC and president of AIGH LLC, with respect to shares of Common Stock (as defined in Item 2(d) below) indirectly held through AIGH CM, directly by AIGH LLC and Mr. Hirschman and his family directly.
AIGH Capital Management LLC., AIGH Investment Partners LLC, and Mr. Hirschman are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b)
Address or principal business office or, if none, residence:
The principal office and business address of AIGH Capital Management LLC, AIGH Investment Partners LLC, and Mr.Hirschman is: 6006 Berkeley Avenue, Baltimore MD 21209
(c)
Citizenship:
See Item 2(a) above and Item 4 of each cover page.
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP No.:
00444T209
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
4,661,502
Excludes rights to purchase 5,454,545 common shares in a second close not currently purchasable due to beneficial ownership limitations on purchase
(b)
Percent of class:
9.8 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
4,661,502
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
4,661,502
Excludes rights to purchase 5,454,545 common shares in a second close not currently purchasable due to beneficial ownership limitations on purchase
(iv) Shared power to dispose or to direct the disposition of:
0
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.
What does the latest Schedule 13G/A reveal about Talphera (TLPH) ownership?
The Schedule 13G/A shows AIGH Capital Management LLC, AIGH Investment Partners LLC, and Orin Hirschman collectively beneficially own 4,661,502 Talphera common shares, representing 9.8% of the class. They report holding the position in the ordinary course, without the purpose of influencing control.
How many Talphera (TLPH) shares does AIGH report owning and what is the percentage?
AIGH-related reporting persons disclose beneficial ownership of 4,661,502 Talphera common shares, representing 9.8% of the outstanding class. These shares are reported with sole voting and sole dispositive power, and no shared voting or dispositive authority is indicated in the filing.
Are there additional Talphera (TLPH) shares AIGH may purchase under this filing?
Yes. The filing states there are rights to purchase 5,454,545 additional Talphera common shares in a second closing. However, these rights are not currently exercisable because of beneficial ownership limitations that restrict further purchases at this time.
Is AIGH’s Talphera (TLPH) stake reported as a passive investment?
The reporting persons certify the Talphera securities were acquired and are held in the ordinary course of business. They state they were not acquired and are not held to change or influence control of Talphera, aligning with a passive investment intent under Schedule 13G rules.
Who are the reporting persons on the Talphera (TLPH) Schedule 13G/A?
The filing identifies AIGH Capital Management LLC, AIGH Investment Partners LLC, and Orin Hirschman as reporting persons. Hirschman is described as Managing Member of AIGH Capital Management LLC and president of AIGH Investment Partners LLC, with the group collectively reporting the same 4,661,502 Talphera shares.
What is the event date for AIGH’s Talphera (TLPH) ownership report?
The Schedule 13G/A specifies an event date of December 31, 2025 for the Talphera ownership information. This date anchors when the 4,661,502 beneficially owned shares and the 9.8% ownership percentage applied for purposes of the disclosure.