Talphera Inc SEC Filings

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.

Talphera, Inc. filed a Form D announcing a Rule 506(b) exempt offering of equity and related option securities. The company registered a total offering size of $28,969,997, of which $16,984,999 has been sold and $11,984,998 remains available. The notice lists 13 investors so far and indicates the issuer intends the offering to remain open for more than one year.

The filing shows a $0 minimum investment, no sales commissions or finders' fees reported, and no proceeds designated for executive officers, directors, or promoters. The Form D was signed by CFO Raffi Asadorian.

Talphera, Inc. filed a Current Report on Form 8-K disclosing a registration rights agreement related to a private placement dated September 7, 2025. Under the agreement the company agreed to file registration statements covering resale of the common stock issued in the private placement no later than 15 days following the applicable closing date and to use reasonable best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 90 days following the applicable closing date if the SEC conducts a full review. The filing states the offering was made in a private placement under Section 4(a)(2) of the Securities Act and Regulation D, and the securities have not been registered. The form of the Registration Rights Agreement is filed as Exhibit 10.3, alongside the purchase agreement and warrant forms listed in Item 9.01.

The preliminary proxy states the company does not grant equity awards in anticipation of material nonpublic information and does not time releases of MNPI to affect executive compensation. The board’s compensation philosophy targets long‑term incentives at the 50th to 75th percentile on a blended value and percent‑of‑company basis. For 2024 the company used a percent‑of‑company approach driven by its stock price and share usage, which resulted in awards reported in the Summary Compensation Table at approximately the 25th percentile (described elsewhere as below the 25th percentile). The document also schedules a meeting for October 23, 2025 at 10:00 a.m. Pacific and designates the Plan governed by the internal laws of Delaware. Much of the provided text appears to be tabular or template content with placeholders and line numbers.

Talphera, Inc. is advancing nafamostat-based product candidates and is funded through recent equity financings. The company reports 200,000,000 shares authorized and 20,522,655 shares issued and outstanding as of June 30, 2025, up from 17,029,469 at December 31, 2024. Its lead developmental product, Niyad, a lyophilized formulation of nafamostat, is being studied under an IDE and has received FDA Breakthrough Device Designation for regional anticoagulation in continuous renal replacement therapy; nafamostat is approved in Japan and South Korea for related uses. Talphera also acquired LTX-608, a nafamostat IV formulation for potential ARDS, DIC, acute pancreatitis or antiviral use. A securities appeal remains pending after dismissal of plaintiffs’ case; briefing completed January 21, 2025 and oral argument occurred June 12, 2025. The company completed a private placement that included 4,999,316 pre-funded warrants exercisable at $0.001 and other financing activity disclosed.

Talphera, Inc. (TLPH) furnished a press release on August 14, 2025 announcing its financial results for the three months ended June 30, 2025 and providing a corporate update. The Form 8-K states the press release is included as Exhibit 99.1 and clarifies the information is being "furnished" rather than "filed," so it is not subject to Section 18 liability under the Exchange Act and is not incorporated by reference into other filings except by specific reference. No financial figures or operational details are included in the 8-K itself; readers are directed to the referenced press release for the substantive results.