Talphera (TLPH) Amendment: Lytton reports 1.25M shares, 2.5%

Rhea-AI Filing Summary

Talphera, Inc. filed Amendment No. 2 to a Schedule 13G/A reporting that Laurence W. Lytton and the Lytton-Kambara Foundation each beneficially own 1,246,444 shares of Common Stock. The filing states this equals 2.5% of the class, calculated from 50,049,824 shares outstanding as of March 18, 2026.

The report breaks out voting and dispositive power as 0 sole and 1,246,444 shared for both reporting persons and includes an agreement regarding a joint filing as Exhibit 99.1.

Insights

Corporate Governance Analyst

Joint beneficial ownership disclosed; shared dispositive power noted.

Talphera's amendment attributes 1,246,444 shares of common stock to both Laurence W. Lytton and the Lytton-Kambara Foundation, each showing 2.5% ownership based on the issuer's stated outstanding share count as of March 18, 2026. The filing records shared voting and dispositive power, not sole control.

Such joint disclosures commonly reflect coordinated ownership or recordkeeping structures; subsequent filings could clarify whether holdings are aggregated for reporting purposes.

Securities Compliance Expert

Amendment updates Schedule 13G/A; includes joint-filing agreement exhibit.

The submission is an Amendment No. 2 to a Schedule 13G/A and attaches an Agreement Regarding Joint Filing as Exhibit 99.1, consistent with coordinated reporting obligations. The percent calculation uses the issuer's 10-K outstanding share figure.

Filing mechanics and the joint-filing exhibit are material for compliance tracking; timing and further amendments should appear in future SEC reports if holdings change.

Key Figures

Shares beneficially owned: 1,246,444 shares Percent of class: 2.5% Shares outstanding (basis): 50,049,824 shares

3 metrics

Shares beneficially owned 1,246,444 shares Reported for Laurence W. Lytton and the Lytton-Kambara Foundation

Percent of class <percent>2.5%</percent> Calculated from outstanding shares as of <date>March 18, 2026</date>

Shares outstanding (basis) 50,049,824 shares Outstanding common stock cited from the issuer's Form 10-K (as of <date>March 18, 2026</date>)

Key Terms

Schedule 13G/A, Beneficial ownership, Shared dispositive power

3 terms

Schedule 13G/A regulatory

"Filed as Amendment No. 2 reporting beneficial ownership on behalf of the reporting persons"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Beneficial ownership financial

"Amount beneficially owned: Lytton: 1,246,444; Foundation: 1,246,444"

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.

Shared dispositive power regulatory

"Shared Dispositive Power 1,246,444.00 listed for both reporting persons"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

TALPHERA, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00444T209

(CUSIP Number)

03/31/2026

(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

LYTTON LAURENCE W

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 0.00
6	Shared Voting Power 1,246,444.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,246,444.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,246,444.00

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)

2.5 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Percentage calculated based on 50,049,824 shares of Common Stock outstanding on March 18, 2026, as reported in the Form 10-K filed by the Issuer for the fiscal year ended December 31, 2025.

SCHEDULE 13G

CUSIP Number(s): 00444T209

1

Names of Reporting Persons

LYTTON-KAMBARA FOUNDATION

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 0.00
6	Shared Voting Power 1,246,444.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,246,444.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,246,444.00

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)

2.5 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: : Percentage calculated based on 50,049,824 shares of Common Stock outstanding on March 18, 2026, as reported in the Form 10-K filed by the Issuer for the fiscal year ended December 31, 2025.

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: Laurence W. Lytton and Lytton-Kambara Foundation ("Foundation").
(b)	Address or principal business office or, if none, residence: 467 CENTRAL PARK WEST, NEW YORK, NY 10025
(c)	Citizenship: United States
(d)	Title of class of securities: Common Stock
(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: Lytton: 1,246,444 Foundation: 1,246,444
(b)	Percent of class: Lytton: 2.5% Foundation: 2.5%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Lytton: 0 Foundation: 0
	(ii) Shared power to vote or to direct the vote: Lytton: 1,246,444 Foundation: 1,246,444
	(iii) Sole power to dispose or to direct the disposition of: Lytton: 0 Foundation: 0
	(iv) Shared power to dispose or to direct the disposition of: Lytton: 1,246,444 Foundation: 1,246,444
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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 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.

LYTTON LAURENCE W

Signature:	/s/ Laurence W. Lytton
Name/Title:	Reporting Person
Date:	05/15/2026

LYTTON-KAMBARA FOUNDATION

Signature:	/s/ Laurence W. Lytton
Name/Title:	President
Date:	05/15/2026

Exhibit Information

EXHIBIT 99.1 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G

FAQ

What does the TALPH Schedule 13G/A Amendment No. 2 report?

It reports that Laurence W. Lytton and the Lytton-Kambara Foundation each beneficially own 1,246,444 shares, equal to 2.5% of common stock using the issuer's outstanding count as of March 18, 2026. The filing includes a joint-filing agreement.

How was the 2.5% ownership percentage calculated in the filing?

The percentage is calculated using 50,049,824 shares outstanding as of March 18, 2026, a figure cited from the issuer's Form 10-K for the fiscal year ended December 31, 2025, per the filing's comment.

What voting and dispositive powers are reported for the holders?

Both reporting persons are shown with 0 sole voting or dispositive power and 1,246,444 shared voting and dispositive power, indicating shared control over those shares rather than individual sole authority.

Does the filing indicate any change in ownership above 5%?

No. The filing is categorized as ownership of 5 percent or less of a class and reports each holder at 2.5%, which is below the 5% reporting threshold referenced in the form.

What exhibit accompanies the Schedule 13G/A amendment and what does it state?

Exhibit 99.1 is titled an Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G, indicating the reporting persons have executed a joint-filing arrangement as reflected in the submission.