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TALPHERA, INC. — Director's Dealing 2024
Jan 24, 2024
35181_dirs_2024-01-24_788b36d7-25b4-461f-9258-c10949fa4f6a.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: TALPHERA, INC. (TLPH)
CIK: 0001427925
Period of Report: 2024-01-22
Reporting Person: Nantahala Capital Management, LLC (10% Owner, See remarks)
Reporting Person: Harkey Wilmot B. (10% Owner)
Reporting Person: Mack Daniel (10% Owner)
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-01-22 | 2023 Series A Warrants | $1.11 | D | 2205883 | Disposed | 2028-07-20 | Common Stock (2205883) | Indirect |
| 2024-01-22 | 2023 Series B Warrants | $1.11 | D | 2205883 | Disposed | 2028-07-20 | Common Stock (2205883) | Indirect |
| 2024-01-22 | 2023 Series A Warrants | $0.77 | A | 2205883 | Acquired | 2028-07-20 | Common Stock (2205883) | Indirect |
| 2024-01-22 | 2023 Series B Warrants | $0.77 | A | 2205883 | Acquired | 2028-07-20 | Common Stock (2205883) | Indirect |
| 2024-01-22 | 2024 Pre-Funded Warrants | $0.001 | A | 6168832 | Acquired | Common Stock (6168832) | Indirect |
Footnotes
F1: On January 24, 2024, as disclosed by Talphera, Inc (the "Issuer") in an 8-K filed with the SEC on the same date, the Issuer amended and restated certain warrants to purchase shares of Issuer common stock ("Common Stock") including those acquired by the NCM Investors (as defined below) on July 20, 2023, reducing the exercise price thereunder to $0.77 per share of Common Stock.
F2: Nantahala Capital Management, LLC ("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 ("Warrants") disclosed in this Form 4, 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.
F3: These Warrants are exercisable indefinitely.