0001104659-24-037346.txt : 20240321 0001104659-24-037346.hdr.sgml : 20240321 20240321163022 ACCESSION NUMBER: 0001104659-24-037346 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240319 FILED AS OF DATE: 20240321 DATE AS OF CHANGE: 20240321 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35068 FILM NUMBER: 24771823 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35068 FILM NUMBER: 24771822 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35068 FILM NUMBER: 24771821 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 4 1 tm249500-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-03-19 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. 130 MAIN ST. 2ND FLOOR NEW CANAAN CT 06840 0 0 1 1 See remarks 0001775831 Mack Daniel 130 MAIN ST. 2ND FLOOR NEW CANAAN CT 06840 0 0 1 1 See remarks 0 2024 Pre-Funded Warrants 0.001 2024-03-19 4 J 0 324675 A 2024-01-24 Common Stock 324675 6493507 I See Footnote 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. These Warrants (as defined below) are exercisable indefinitely. 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. Mr. Abhinav Jain, an NCM Analyst, is a member of 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. /s/ Taki Vasilakis, Chief Compliance Officer of Nantahala Capital Management, LLC 2024-03-21 /s/ Wilmot B. Harkey 2024-03-21 /s/ Daniel Mack 2024-03-21