Filing Details
- Accession Number:
- 0001104659-25-031376
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-01 20:00:00
- Filed By:
- Nantahala Capital Management
- Company:
- Talphera Inc. (NASDAQ:TLPH)
- Filing Date:
- 2025-04-02
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Nantahala Capital Management, LLC | 0 | 1,992,519 | 0 | 1,992,519 | 1,992,519 | 11.7% |
| Wilmot B. Harkey | 0 | 1,992,519 | 0 | 1,992,519 | 1,992,519 | 11.7% |
| Daniel Mack | 0 | 1,992,519 | 0 | 1,992,519 | 1,992,519 | 11.7% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
TALPHERA, INC. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
00444T209 (CUSIP Number) |
Taki Vasilakis 130 Main St. 2nd Floor, New Canaan, CT, 06840 (203) 308-4440 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 00444T209 |
| 1 |
Name of reporting person
Nantahala Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MASSACHUSETTS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,992,519.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
|
| CUSIP No. | 00444T209 |
| 1 |
Name of reporting person
Wilmot B. Harkey | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,992,519.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| CUSIP No. | 00444T209 |
| 1 |
Name of reporting person
Daniel Mack | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,992,519.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
TALPHERA, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
1850 Gateway Drive, Suite 175, San Mateo,
CALIFORNIA
, 94404. | |
Item 1 Comment:
This filing is Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed with the Securities and Exchange Commission on behalf of Nantahala Capital Management, LLC, a Massachusetts limited liability company ("Nantahala"), Mr. Wilmot B. Harkey and Mr. Daniel Mack, the principals of Nantahala, on January 23, 2024 (the "Original Schedule 13D"), with respect to the Common Stock, par value $0.001 per share (the "Common Stock"), of Talphera, Inc. (the "Issuer"). Nantahala, NCP and Messrs. Harkey and Mack are referred to herein as the "Reporting Persons." Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D, which, as amended hereby, is referred to as the "Schedule 13D." The Reporting Persons have jointly filed this Schedule 13D pursuant to Rule 13d-1(k)(1). | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended by the addition of the following:
On April 2, 2025, in a private transaction (the "March 2025 Warrant Purchase") with the Issuer pursuant to a Securities Purchase Agreement (the "March 2025 SPA") entered into on March 31, 2025, the Nantahala Investors acquired pre-funded warrants to purchase 4,266,211 shares of Common Stock at an exercise price of $0.001 per share, subject to the Beneficial Ownership Limitation described in Item 6. These warrants are substantially similar to the Pre-Funded Warrants, as previously defined in the Original Schedule 13D, which defined term hereafter shall be used to refer to all such substantially similar warrants. The Nantahala Investors paid $0.585 per each of such Pre-Funded Warrants acquired in the March 2025 Warrant Purchase, using cash on hand. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended by the addition of the following:
The Nantahala Investors made the March 2025 Warrant Purchase described above in Item 3 based on the Reporting Persons' belief that the Common Stock was undervalued and represented an attractive investment opportunity.
In the SPA, the Nantahala Investors committed to make (i) a further investment of the same size in a second closing upon the enrollment of at least 17 patients in the Issuer's NEPHRO CCRT study (the "Second Milestone"), and a minimum stock price of at least $0.7325 per share of Common Stock for five consecutive days following a public announcement of the achievement of the Second Milestone, and (ii) an additional investment of the same size in a third closing upon the enrollment of at least 35 patients (the "Third Milestone"), and a minimum stock price of at least $0.7325 per share of Common Stock for five consecutive days following a public announcement of the achievement of the Third Milestone (collectively, such commitment is referred to as the "March 2025 Commitment"). Such additional equity investment pursuant to the March 2025 Commitment would also be made in the form of Pre-Funded Warrants at the same price per Pre-Funded Warrant. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated as follows:
(a) The information contained in rows 11 and 13 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(a). | |
| (b) | Item 5 is hereby amended and restated as follows:
(b) The information contained in rows 7-10 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(b). | |
| (c) | Item 5 is hereby amended and restated as follows:
(c) Except as disclosed in Item 3, there have been no transactions in the shares of Common Stock during the past sixty (60) days by the Reporting Persons or the Other Officers. | |
| (d) | Item 5 is hereby amended and restated as follows:
(d) The Nantahala Investors hold the shares of Common Stock reported herein, including more than 5% of the outstanding shares of Common Stock beneficially owned by the Reporting Persons in accounts managed for Blackwell Partners LLC - Series A. No person other than the Nantahala Investors is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock reported herein. | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended by the addition of the following:
The Issuer and the Nantahala Investors entered into a customary registration rights agreement in connection with entering into the March 2025 SPA, pursuant to which the Issuer has agreed to file a registration statement under the Securities Act with the SEC within 15 days of the March 2025 Warrant Purchase, covering the resale of the shares of Common Stock to be issued upon exercise of the applicable Pre-Funded Warrants, 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 March 2025 Warrant Purchase in the event of a "full review" by the SEC. Such registration rights agreement (which is in substantially the same form as the Form of Registration Rights Agreement, dated January 17, 2024, previously disclosed) includes substantially similar agreements with respect to shares of Common Stock to be issued upon exercise of Pre-Funded Warrants that the Nantahala Investors acquire pursuant to the March 2025 Commitment, if any.
The Pre-Funded Warrants (both those described in the Original Schedule 13D, those acquired by the Nantahala Investors in the March 2025 Warrant Purchase and those that the Nantahala Investors acquire pursuant to the March 2025 Commitment, if any), are subject to a contractual prohibition on any exercise if the Reporting Persons or certain related persons would thereupon beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding (the "Beneficial Ownership Limitation"). The Reporting Persons may increase or decrease the Beneficial Ownership Limitation as in effect at any time, but not above 9.99%, and any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after notice is delivered to the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended by the addition of the following exhibits:
Exhibit 99.9 Securities Purchase Agreement, dated January 31, 2025, by and among the Issuer and entities affiliated with Nantahala Management, LLC
Exhibit 99.10 Form of Pre-Funded Warrant (March 2025) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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