UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1323, 2026

TALPHERA, INC.

(Exact name of registrant as specified in its charter)

Delaware	~~001-35068~~	41001-~~2193603~~35068	41-2193603
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State of incorporation)		(Commission File No.)	(IRS Employer Identification No.)

1850 Gateway Drive, Suite 175San Mateo, California	94404
(Address of Principal Executive Offices)	(Zip Code)

1850 Gateway Drive, Suite 175

San Mateo, CA 94404

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (650) 216-3500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Securities~~☐ ~~registered~~Soliciting material pursuant to ~~Section~~ Rule 14a-12~~(b)~~ ofunder the Exchange Act: (17 CFR 240.14a-12)

Title of each class	TradingSymbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	TLPH	The Nasdaq Capital Market

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Indicate~~☐ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 13e-4(~~§ 230.405 of this chapter~~c) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act ~~of 1934~~ (§17 CFR 240.~~12b~~13e-~~2 of this chapter~~4(c).)

Securities registered pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	TLPH	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 32.02 ~~Sale~~Results of ~~Unregistered~~Operations ~~Securities~~ and Financial Condition

~~Securities~~On ~~Purchase~~March ~~Agreement~~ 23, 2026, Talphera, Inc. (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2025 and providing a corporate update (the “Release”). A copy of the Release is furnished herewith as Exhibit 99.1.

AsThe ~~previously~~information ~~disclosed,~~contained onin ~~March~~this ~~31,~~Item ~~2025,~~2.02 and ~~Talphera,~~in ~~Inc~~Exhibit 99.,1 shall orbe ~~the~~deemed ~~Company,~~to ~~entered~~be ~~into~~“furnished” aand ~~securities~~shall ~~purchase~~not ~~agreement,~~be ordeemed ~~the~~to ~~Purchase~~be ~~Agreement,~~“filed” ~~with~~for ~~several~~purposes ~~institutional~~of ~~investors~~Section ~~and~~18 aof ~~member~~the ofSecurities ~~management~~Exchange ~~(collectively,~~Act ~~the~~of ~~Purchasers)~~1934, ~~relating~~as toamended (the ~~issuance~~“Exchange ~~and~~Act”), ~~sale~~or inotherwise asubject ~~private~~to ~~placement~~the inliabilities ~~three~~of ~~separate~~that ~~tranches~~Section ofor Sections 11 and 12(ia)(2) ~~shares~~ of ~~its~~the ~~common~~Securities ~~stock,~~Act ~~par~~of ~~value~~1933, ~~$0.001~~as ~~per~~amended ~~share~~(the ~~and~~“Securities ~~(ii~~Act”). ~~pre-funded~~The ~~warrants~~information tocontained ~~purchase~~in ~~shares~~this ofItem ~~common stock~~2.02 and ~~The~~in ~~first~~Exhibit ~~closing~~99.1 shall ofnot ~~the~~be ~~private~~incorporated ~~placement~~by ~~occurred~~reference oninto ~~April~~any 2,filing ~~2025,~~under ~~and~~the onSecurities ~~October~~Act ~~21,~~or ~~2025,~~the ~~certain~~Exchange ~~Purchasers~~Act ~~waived~~made by the ~~conditions~~Company, ofwhether ~~subsections~~made ~~2.3(a)(i)~~before ~~and~~or ~~2.4(a)(i)~~after of the ~~Purchase~~date ~~Agreement~~hereof, toregardless ~~effect~~of ~~both~~any ~~the~~general ~~second~~incorporation ~~closing~~language ~~and~~in ~~third~~such ~~closing~~filing, ofexcept ~~the~~as ~~private~~shall ~~placement~~be ~~with~~expressly ~~respect~~set toforth ~~such~~by ~~Purchasers~~specific ~~only~~reference ~~(collectively,~~in ~~the~~such ~~Optional Closing)~~filing.

OnItem ~~March 6, 2026, the Company achieved the conditions of subsection 2~~9.~~4(a)(i)~~01 ofFinancial ~~the~~Statements ~~Purchase Agreement to effect the third closing of the private placement~~ and, ~~on March 13, 2026, issued and sold to the Purchasers who did not participate in the Optional Closing (collectively, the Third Closing):~~Exhibits

● 639,931 shares of common stock at a purchase price of $0.586 per share; and

Exhibit No.	Description
99.1	Press Release dated March 23, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

● Pre-funded warrants at a purchase price of $0.585 per pre-funded warrant to purchase up to an aggregate of 6,399,316 shares of common stock at an exercise price of $0.001 per share. The pre-funded warrants will be exercisable immediately following the Third Closing and have an unlimited term and an exercise price of $0.001 per share.

The aggregate gross proceeds to the Company from Third Closing of the private placement were approximately $4.1 million, and excluding the proceeds, if any, from the exercise of the pre-funded warrants issued at the Third Closing.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, and indemnification obligations of the Company and the Purchasers. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of a specific date, were solely for the benefit of the parties to the respective Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties.

The forms of Purchase Agreement and pre-funded warrant are filed as Exhibits 10.1 and 10.3, respectively, to our Current Report on Form 8-K (001-35608) filed with the Securities Exchange Commission, or the SEC, on April 2, 2025. The foregoing descriptions of the terms of the Purchase Agreement and the pre-funded warrants, are qualified in their entirety by reference to such exhibits.

Registration Rights Agreement

As previously disclosed, on March 31, 2025, we also entered into a registration rights agreement with the Purchasers, or the Registration Rights Agreement, pursuant to which we have agreed to file registration statements under the Securities Act of 1933, as amended, or the Securities Act, with the SEC, covering the resale of the shares of common stock to be issued in the private placement and the shares of common stock underlying the pre-funded warrants no later than 15 days following the applicable closing date, and to use reasonable best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 90 days following the applicable closing date in the event of a “full review” by the SEC.

The form of Registration Rights Agreement is filed as Exhibit 10.2 to our Current Report on Form 8-K (001-35608) filed with the SEC on April 2, 2025. The foregoing description of the terms of the Registration Rights Agreement is qualified in its entirety by reference to such exhibit.

Sale of Unregistered Securities

Based in part upon the representations of the Purchasers in the Purchase Agreement, the offering and sale of the securities described above were offered and sold in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act, and Regulation D promulgated thereunder, and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirement of the Securities Act and such applicable state securities laws.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of Talphera, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 16, 2026	Talphera, Inc.
Date: March 23, 2026	TALPHERA, INC.
	By:	/s/ Raffi Asadorian	~~/s/ Raffi Asadorian~~
	Name:		Raffi Asadorian
		Raffi Asadorian
	Title:		Chief Financial Officer
		Chief Financial Officer

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