TALPHERA, INC. — Director's Dealing 2024

Mar 21, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TALPHERA, INC. (TLPH)
CIK: 0001427925
Period of Report: 2024-03-19

Reporting Person: Nantahala Capital Management, LLC (10% Owner, See remarks)
Reporting Person: Harkey Wilmot B. (10% Owner, See remarks)
Reporting Person: Mack Daniel (10% Owner, See remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-19	2024 Pre-Funded Warrants	$0.001	J	324675	Acquired		Common Stock (324675)	Indirect

Footnotes

F1: On March 19, 2024, Nantahala Capital Management, LLC ("NCM") entered into a sub-advisory agreement with a client regarding its managed account, pursuant to which NCM acquired voting and investment power over certain securities owned by the client, including Warrants (as defined below) to purchase 324,675 shares of Common Stock at an exercise price of $0.001 per share, subject to a contractual prohibition on any exercise if the Reporting Persons (as defined below) or certain related persons would then beneficially own more than 9.99% of the number of shares of Common Stock outstanding.

F2: These Warrants (as defined below) are exercisable indefinitely.

F3: 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.