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