Nantahala Capital Management, LLC 4

What Happened
Nantahala Capital Management, LLC (reported as a 10% owner) acquired 4,266,211 prepaid warrants to purchase Talphera, Inc. common stock on 2026-03-13. The warrants were acquired at $0.58 each for a total reported cost of $2,495,733. The transaction is reported on Form 4 as an acquisition of a derivative instrument (transaction code A).

Key Details

• Transaction date and terms: 2026-03-13 — 4,266,211 prepaid warrants at $0.58 each; total $2,495,733. (Reported as a derivative acquisition, code A.)
• Securities acquired: prepaid warrants (Warrants) exercisable indefinitely, not immediate common stock.
• Shares owned after transaction: not specified on the Form 4 for underlying common shares (the filing reports the derivative acquisition).
• Footnotes: (F1) Warrants are substantially similar to other warrants NCM owns and are exercisable indefinitely. (F2) NCM is an investment adviser to funds that hold the warrants; Messrs. Wilmot B. Harkey and Daniel Mack may be deemed beneficial owners of the warrants held by NCM but disclaim beneficial ownership except to the extent of pecuniary interest.
• Board connection: NCM analyst Abhinav Jain is a member of Talphera’s board; filing notes the Reporting Persons may be deemed directors by deputization for Section 16 purposes.
• Filing timeliness: Transaction dated 2026-03-13; Form 4 filed 2026-03-17 (4 days later), which is later than the typical 2-business-day Section 16 filing window.

Context

• These were purchases of prepaid warrants (derivatives), not purchases of common stock — warrants give the holder the right to buy shares later and are not the same as immediate ownership of common shares.
• This is an institutional acquisition (Nantahala Capital as adviser to funds), not an individual executive buying/selling stock; disclosures note customary beneficial-ownership disclaimers by the reporting parties.