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