Filing Details
- Accession Number:
- 0001104659-25-031764
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-02 20:00:00
- Filed By:
- Nantahala Capital Management
- Company:
- Talphera Inc. (NASDAQ:TLPH)
- Filing Date:
- 2025-04-03
- 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. 2)
|
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. 2 ("Amendment No. 2") 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"), as previously amended on April 2, 2025. Nantahala and Messrs. Harkey and Mack are referred to herein as the "Reporting Persons."
This Amendment No. 2 is filed solely for the purpose of attaching Exhibit 99.9. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information reported in the Original Schedule 13D as previously amended, which, as amended further 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 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 | ||
| 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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