Nantahala Capital Management, LLC - Jan 15, 2024 Form 3 Insider Report for TALPHERA, INC. (TLPH)

Role
Other*, 10%+ Owner
Signature
/s/ Taki Vasilakis, Chief Compliance Officer of Nantahala Capital Management, LLC
Stock symbol
TLPH
Transactions as of
Jan 15, 2024
Transactions value $
$0
Form type
3
Date filed
1/22/2024, 06:01 AM
Previous filing
Jun 22, 2023
Next filing
Jan 24, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding TLPH Common Stock 1.24M Jan 15, 2024 See Footnote F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding TLPH 2023 Series A Warrants Jan 15, 2024 Common Stock 2.21M $1.11 See Footnote F1
holding TLPH 2023 Series B Warrants Jan 15, 2024 Common Stock 2.21M $1.11 See Footnote F1
holding TLPH 2023 Pre-Funded Warrants Jan 15, 2024 Common Stock 751K $0.00 See Footnote F1, F2
holding TLPH Call Option (Right to Buy) Jan 15, 2024 Common Stock 755K $5.00 See Footnote F1, F3
holding TLPH Put Option (Obligation to Buy) Jan 15, 2024 Common Stock 755K $5.00 See Footnote F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Nantahala Capital Management, LLC ("NCM"), an investment adviser to certain private funds and managed accounts (the "NCM Investors") that hold the shares of Talphera, Inc (the "Issuer") common stock ("Common Stock") and related Issuer derivative securities disclosed in this Form 3, may be deemed a beneficial owner of such securities. Each of Mr. Wilmot B Harkey and Mr. Daniel Mack may be deemed a beneficial owner of Common Stock and related Issuer derivative securities beneficially owned by NCM. Each of NCM, Mr. Harkey and Mr. Mack (the "Reporting Persons") disclaims beneficial ownership of the Issuer's securities disclosed herein except to the extent of their respective pecuniary interests therein.
F2 These Warrants are exercisable indefinitely.
F3 Each of these Options will be exercised automatically on the expiration date if it is then in the money, or will otherwise then expire.

Remarks:

Subsequent to the Reporting Persons becoming beneficial owners of more than 10% of the outstanding shares of the Issuer's Common Stock, the Issuer announced that it would appoint Mr. Abhinav Jain, an NCM Analyst, to 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 upon commencement of Mr. Jain's service on the Issuer's board of directors.