TALPHERA, INC. 8-K

What Happened
Talphera, Inc. announced a Third Closing of a previously disclosed private placement under a Purchase Agreement. On March 13, 2026, Talphera issued 639,931 shares of common stock at $0.586 per share and pre‑funded warrants (priced at $0.585 each) to purchase up to an aggregate of 6,399,316 shares, raising approximately $4.1 million in gross proceeds (excluding any proceeds from later warrant exercises). The pre‑funded warrants are exercisable immediately, have an unlimited term, and carry an exercise price of $0.001 per share. Certain earlier optional closings occurred in 2025; this Third Closing covered purchasers who did not participate in that Optional Closing.

Key Details

• Third Closing date: March 13, 2026 (company achieved a condition on March 6, 2026).
• Securities issued: 639,931 common shares at $0.586/share; pre‑funded warrants at $0.585 each to buy up to 6,399,316 shares.
• Aggregate gross proceeds from the Third Closing: approximately $4.1 million (excludes any future warrant exercise proceeds).
• Registration Rights: Talphera agreed to file registration statements covering the resale of these securities within 15 days of the applicable closing and to use best efforts to have them declared effective promptly (no later than 90 days in a full SEC review).
• Offering reliance: Securities were sold in a private placement under Section 4(a)(2) and Regulation D and are not registered under the Securities Act.

Why It Matters
This filing documents a capital raise that provides Talphera with immediate cash (~$4.1M) to fund operations or corporate needs. The issuance of pre‑funded warrants (exercisable immediately at $0.001) creates potential future dilution if and when holders exercise them. The company also committed to registering the resale of the shares and underlying warrant shares, which, once effective, will allow investors to freely trade those shares subject to market conditions.