Talphera Inc SEC Filings

Talphera, Inc. (TLPH) filed a Form 3 for director Joseph Todisco. The filing states that no securities are beneficially owned by the reporting person as of the event date 10/14/2025. The form indicates it was filed by one reporting person and reflects Todisco’s role as a director.

Talphera, Inc. (TLPH) reported a director equity grant on a Form 4. On 10/15/2025, the director received 6,397 restricted stock units at $0 and a stock option for 38,381 shares with a $1.11 exercise price.

Both the RSUs and the option vest in three equal annual installments on October 14, 2026, October 14, 2027, and October 14, 2028, with continuous service required for the option. Following these transactions, the filing lists 6,397 shares of common stock and 38,381 options as directly owned.

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.