Nantahala Capital Management, LLC - Jan 22, 2024 Form 4 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 22, 2024
Transactions value $
$4,743,832
Form type
4
Date filed
1/24/2024, 06:03 AM
Previous filing
Jan 22, 2024
Next filing
Mar 15, 2024

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
transaction TLPH 2023 Series A Warrants Disposed to Issuer -2.21M -100% 0 Jan 22, 2024 Common Stock 2.21M $1.11 See Footnote F1, F2
transaction TLPH 2023 Series B Warrants Disposed to Issuer -2.21M -100% 0 Jan 22, 2024 Common Stock 2.21M $1.11 See Footnote F1, F2
transaction TLPH 2023 Series A Warrants Award +2.21M 2.21M Jan 22, 2024 Common Stock 2.21M $0.77 See Footnote F1, F2
transaction TLPH 2023 Series B Warrants Award +2.21M 2.21M Jan 22, 2024 Common Stock 2.21M $0.77 See Footnote F1, F2
transaction TLPH 2024 Pre-Funded Warrants Award $4.74M +6.17M $0.77 6.17M Jan 22, 2024 Common Stock 6.17M $0.00 See Footnote F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.