TALPHERA, INC. — Director's Dealing 2024

Jan 22, 2024

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TALPHERA, INC. (TLPH)
CIK: 0001427925
Period of Report: 2024-01-15

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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1237519	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
2023 Series A Warrants	$1.11	2028-07-20	Common Stock (2205883)		Indirect
2023 Series B Warrants	$1.11	2028-07-20	Common Stock (2205883)		Indirect
2023 Pre-Funded Warrants	$0.001		Common Stock (750883)		Indirect
Call Option (Right to Buy)	$5.00	2024-03-15	Common Stock (755000)		Indirect
Put Option (Obligation to Buy)	$5.00	2024-03-15	Common Stock (755000)		Indirect

Footnotes

F1: Nantahala Capital Management, LLC ("NCM"), an investment adviser to certain private funds and managed accounts (the "NCM Investors") that hold the shares of Talphera, Inc (the "Issuer") common stock ("Common Stock") and related Issuer derivative securities disclosed in this Form 3, may be deemed a beneficial owner of such securities. Each of Mr. Wilmot B Harkey and Mr. Daniel Mack may be deemed a beneficial owner of Common Stock and related Issuer derivative securities beneficially owned by NCM. Each of NCM, Mr. Harkey and Mr. Mack (the "Reporting Persons") disclaims beneficial ownership of the Issuer's securities disclosed herein except to the extent of their respective pecuniary interests therein.

F2: These Warrants are exercisable indefinitely.

F3: Each of these Options will be exercised automatically on the expiration date if it is then in the money, or will otherwise then expire.