Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nantahala Capital Management, LLC

(Last)

(First)

(Middle)

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TALPHERA, INC. [ TLPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2023 Series A Warrants	$1.11	01/22/2024		D			2,205,883	07/20/2023	07/20/2028	Common Stock	2,205,883	⁽¹⁾	0	I	See Footnote⁽²⁾
2023 Series B Warrants	$1.11	01/22/2024		D			2,205,883	07/20/2023	07/20/2028	Common Stock	2,205,883	⁽¹⁾	0	I	See Footnote⁽²⁾
2023 Series A Warrants	$0.77	01/22/2024		A		2,205,883		07/20/2023	07/20/2028	Common Stock	2,205,883	⁽¹⁾	2,205,883	I	See Footnote⁽²⁾
2023 Series B Warrants	$0.77	01/22/2024		A		2,205,883		07/20/2023	07/20/2028	Common Stock	2,205,883	⁽¹⁾	2,205,883	I	See Footnote⁽²⁾
2024 Pre-Funded Warrants	$0.001	01/22/2024		A		6,168,832		01/24/2024	⁽³⁾	Common Stock	6,168,832	$0.769	6,168,832	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

Nantahala Capital Management, LLC

(Last)

(First)

(Middle)

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See remarks

1. Name and Address of Reporting Person^*

Harkey Wilmot B.

(Last)

(First)

(Middle)

C/O NANTAHALA CAPITAL MANAGEMENT, LLC

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mack Daniel

(Last)

(First)

(Middle)

C/O NANTAHALA CAPITAL MANAGEMENT, LLC

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On January 24, 2024, as disclosed by Talphera, Inc (the "Issuer") in an 8-K filed with the SEC on the same date, the Issuer amended and restated certain warrants to purchase shares of Issuer common stock ("Common Stock") including those acquired by the NCM Investors (as defined below) on July 20, 2023, reducing the exercise price thereunder to $0.77 per share of Common Stock.

2. Nantahala Capital Management, LLC ("NCM"), an investment adviser to certain private funds and managed accounts (the "NCM Investors") that hold shares of Common Stock and certain derivative securities related thereto (the "Derivatives"), including the warrants to purchase Common Stock ("Warrants") disclosed in this Form 4, may be deemed a beneficial owner of such Warrants. Each of Mr. Wilmot B Harkey and Mr. Daniel Mack may be deemed a beneficial owner of the Warrants beneficially owned by NCM. Each of NCM, Mr. Harkey and Mr. Mack (the "Reporting Persons") disclaims beneficial ownership of the Warrants disclosed herein except to the extent of their respective pecuniary interests therein.

3. These Warrants are exercisable indefinitely.

Remarks:

Mr. Abhinav Jain, an NCM Analyst, is a member of the Issuer's board of directors. On the basis of the relationship among Mr. Jain and each of the Reporting Persons, the Reporting Persons may be deemed directors by deputization with respect to the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934.

	/s/ Taki Vasilakis, Chief Compliance Officer of Nantahala Capital Management, LLC	01/22/2024
	/s/ Wilmot B. Harkey	01/22/2024
	/s/ Daniel Mack	01/22/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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