Schedule 13G: 3.64M Shares Reported by Lytton in Talphera (TLPH)

Rhea-AI Filing Summary

Laurence W. Lytton and the Lytton-Kambara Foundation each report shared beneficial ownership of 3,636,364 shares of Talphera, Inc. common stock, representing 8.0% of the class. The filing states the percentage was calculated using 20,522,655 shares outstanding as of August 7, 2025, and 25,036,360 shares issued in a private placement on September 10, 2025. Both reporting persons disclose no sole voting or dispositive power and shared voting and dispositive power over the reported shares. The certification affirms the shares were not acquired to change or influence control of the issuer.

Positive

• Clear disclosure of beneficial ownership amount (3,636,364 shares) and percentage (8.0%)
• Certification that the shares were not acquired to change or influence control of the issuer

Negative

• No sole voting or dispositive power reported, indicating the reporting persons do not have unilateral control over the shares
• Percentage calculation depends on share counts including a recent private placement, which dilutes prior percentages

Insights

Financial Analyst

TL;DR: An 8.0% shared stake by an individual and affiliated foundation is disclosed, with no sole control reported.

The filing shows Laurence W. Lytton and the Lytton-Kambara Foundation each report beneficial ownership of 3,636,364 shares, representing 8.0% of Talphera's common stock under the disclosed share counts. Shared voting and dispositive power indicate coordinated ownership without sole control. The disclosure references a recent private placement that materially increased the issuer's share count used in the percentage calculation. For investors, the filing clarifies ownership magnitude and voting structure but does not claim any intent to seek control.

Corporate Governance Expert

TL;DR: Beneficial ownership is significant but structured as shared power, and the filer certifies no control intent.

The Schedule 13G reports shared voting and dispositive authority for 3,636,364 shares and explicitly reports 0 shares of sole voting or dispositive power. The certification states the holdings were not acquired to influence control. From a governance perspective, the filing documents a notable ownership block while affirming passive intent and a lack of unilateral control rights, which affects how the stake may be interpreted by the board and other shareholders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

TALPHERA, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00444T209

(CUSIP Number)

09/10/2025

(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

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 3,636,364.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,636,364.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,636,364.00

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)

8.0 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Percentage calculated based on (a) 20,522,655 shares of Common Stock outstanding as of August 7, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025, and (b) 25,036,360 shares of Common Stock issued by the Issuer in a private placement on September 10, 2025, as reported in the Form 8-K filed by the Issuer on September 10, 2025.

SCHEDULE 13G

CUSIP No. 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 3,636,364.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,636,364.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,636,364.00

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)

8.0 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Percentage calculated based on (a) 20,522,655 shares of Common Stock outstanding as of August 7, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025, and (b) 25,036,360 shares of Common Stock issued by the Issuer in a private placement on September 10, 2025, as reported in the Form 8-K filed by the Issuer on September 10, 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: 3,636,364 Foundation: 3,636,364
(b)	Percent of class: Lytton: 8.0% Foundation: 8.0%
(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: 3,636,364 Foundation: 3,636,364
	(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: 3,636,364 Foundation: 3,636,364
Item 5.	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:	09/16/2025

Lytton-Kambara Foundation

Signature:	/s/ Laurence W. Lytton
Name/Title:	President
Date:	09/16/2025

FAQ

What stake does Laurence W. Lytton hold in Talphera, Inc. (TLPH)?

Laurence W. Lytton reports beneficial ownership of 3,636,364 shares, representing 8.0% of Talphera's common stock according to this filing.

Does the Lytton-Kambara Foundation have voting control over the reported Talphera shares?

No. The foundation reports 0 sole voting power and 3,636,364 shares of shared voting power.

How was the 8.0% ownership percentage calculated?

The percentage is based on 20,522,655 shares outstanding as of August 7, 2025, and 25,036,360 shares issued in a private placement on September 10, 2025, as stated in the filing.

Was the stake acquired to influence control of Talphera?

The filing includes a certification stating the securities were not acquired and are not held to change or influence control of the issuer.

When was this Schedule 13G signed?

The signatures for Laurence W. Lytton and for the Lytton-Kambara Foundation are dated 09/16/2025.