Nantahala Capital Management, LLC - 31 Mar 2025 Form 4 Insider Report for TALPHERA, INC. (TLPH)

Role
Other*, 10%+ Owner
Signature
/s/ Taki Vasilakis, Chief Compliance Officer of Nantahala Capital Management, LLC
Issuer symbol
TLPH
Transactions as of
31 Mar 2025
Net transactions value
+$2,495,733
Form type
4
Filing time
02 Apr 2025, 19:21:27 UTC
Previous filing
30 Jan 2025
Next filing
17 Apr 2025
SEC
View on sec.gov

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 Pre-Funded Warrants Award $2,495,733 +4,266,211 +59% $0.5850 11,510,601 31 Mar 2025 Common Stock 4,266,211 $0.001000 See footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These Warrants (as defined below) are exercisable indefinitely.
F2 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 disclosed in this Form 4 ("Warrants"), 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.

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.