0001104659-24-005336.txt : 20240122
0001104659-24-005336.hdr.sgml : 20240122
20240122060138
ACCESSION NUMBER: 0001104659-24-005336
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240115
FILED AS OF DATE: 20240122
DATE AS OF CHANGE: 20240122
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Nantahala Capital Management, LLC
CENTRAL INDEX KEY: 0001472322
ORGANIZATION NAME:
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35068
FILM NUMBER: 24546980
BUSINESS ADDRESS:
STREET 1: 130 MAIN ST.
STREET 2: 2ND FLOOR
CITY: NEW CANAAN
STATE: CT
ZIP: 06840
BUSINESS PHONE: 203-404-1172
MAIL ADDRESS:
STREET 1: 130 MAIN ST.
STREET 2: 2ND FLOOR
CITY: NEW CANAAN
STATE: CT
ZIP: 06840
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Harkey Wilmot B.
CENTRAL INDEX KEY: 0001775952
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35068
FILM NUMBER: 24546979
MAIL ADDRESS:
STREET 1: C/O NANTAHALA CAPITAL MANAGEMENT, LLC
STREET 2: 130 MAIN ST. 2ND FLOOR
CITY: NEW CANAAN
STATE: CT
ZIP: 06840
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mack Daniel
CENTRAL INDEX KEY: 0001775831
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35068
FILM NUMBER: 24546978
MAIL ADDRESS:
STREET 1: C/O NANTAHALA CAPITAL MANAGEMENT, LLC
STREET 2: 130 MAIN ST. 2ND FLOOR
CITY: NEW CANAAN
STATE: CT
ZIP: 06840
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TALPHERA, INC.
CENTRAL INDEX KEY: 0001427925
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1850 GATEWAY DRIVE
STREET 2: SUITE 175
CITY: SAN MATEO
STATE: CA
ZIP: 94404
BUSINESS PHONE: 650-216-3500
MAIL ADDRESS:
STREET 1: 1850 GATEWAY DRIVE
STREET 2: SUITE 175
CITY: SAN MATEO
STATE: CA
ZIP: 94404
FORMER COMPANY:
FORMER CONFORMED NAME: ACELRX PHARMACEUTICALS INC
DATE OF NAME CHANGE: 20080222
3
1
tm243753-1_3seq1.xml
OWNERSHIP DOCUMENT
X0206
3
2024-01-15
0
0001427925
TALPHERA, INC.
TLPH
0001472322
Nantahala Capital Management, LLC
130 MAIN ST. 2ND FLOOR
NEW CANAAN
CT
06840
0
0
1
1
See remarks
0001775952
Harkey Wilmot B.
C/O NANTAHALA CAPITAL MANAGEMENT, LLC
130 MAIN ST. 2ND FLOOR
NEW CANAAN
CT
06840
0
0
1
1
See remarks
0001775831
Mack Daniel
C/O NANTAHALA CAPITAL MANAGEMENT, LLC
130 MAIN ST. 2ND FLOOR
NEW CANAAN
CT
06840
0
0
1
1
See remarks
Common Stock
1237519
I
See Footnote
2023 Series A Warrants
1.11
2023-07-20
2028-07-20
Common Stock
2205883
I
See Footnote
2023 Series B Warrants
1.11
2023-07-20
2028-07-20
Common Stock
2205883
I
See Footnote
2023 Pre-Funded Warrants
0.001
2023-07-20
Common Stock
750883
I
See Footnote
Call Option (Right to Buy)
5.00
2024-03-15
2024-03-15
Common Stock
755000
I
See Footnote
Put Option (Obligation to Buy)
5.00
2024-03-15
2024-03-15
Common Stock
755000
I
See Footnote
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.
These Warrants are exercisable indefinitely.
Each of these Options will be exercised automatically on the expiration date if it is then in the money, or will otherwise then expire.
Subsequent to the Reporting Persons becoming beneficial owners of more than 10% of the outstanding shares of the Issuer's Common Stock, the Issuer announced that it would appoint Mr. Abhinav Jain, an NCM Analyst, to the Issuer's board of directors. On the basis of the relationship among Mr. Jain and each of the Reporting Persons, the Reporting Persons may be deemed directors by deputization with respect to the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934 upon commencement of Mr. Jain's service on the Issuer's board of directors.
/s/ Taki Vasilakis, Chief Compliance Officer of Nantahala Capital Management, LLC
2024-01-22
/s/ Wilmot B. Harkey
2024-01-22
/s/ Daniel Mack
2024-01-22