Talphera Inc. 美股招股说明书（2025年5月12日版）

Up to 3,405,118 Shares of Common Stock Up to 4,999,316 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants This prospectus relates to the proposed resale from time to time by the selling stockholders of up to 3,405,118 shares ofcommon stock and 4,999,316 shares of common stock issuable upon exercise of pre-funded warrants. The selling stockholders purchased the common stock and pre-funded warrants from us pursuant to securities purchaseagreements, dated March 31, 2025. We are not selling any of our common stock pursuant to this prospectus, and we will not receive any proceeds from the sale ofour common stock offered by this prospectus by the selling stockholders. The selling stockholders may offer and sell or otherwise dispose of the shares of our common stock described in thisprospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailingmarket prices or at privately negotiated prices. The selling stockholders will bear all underwriting fees, commissions anddiscounts, if any, attributable to the sales of shares and any transfer taxes. We will bear all other costs, expenses and fees in Our common stock is listed on The Nasdaq Global Market under the trading symbol “TLPH.” On May 9, 2025, the lastreported sale price of the common stock was $0.5399per share. Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading“Risk Factors”on page 3 of this prospectus, and under similar headings in the other Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus isMay 12, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS Neither we nor the selling stockholders have authorized anyone to provide you with any information other than that containedin, or incorporated by reference into, this prospectus. We take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of our commonstock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the This prospectus contains summaries of certain provisions contained in some of the documents described herein, but referenceis made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actualdocuments. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference Unless the context indicates otherwise, as used in this prospectus, the terms “Talphera,” “Talphera, Inc.,” “we,” “us” and “our”refer to Talphera, Inc., a Delaware corporation. PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference inthis prospectus, and does not contain all of the information that you need to consider in making your investment decision.You should carefully read the entire prospectus, including the risks of investing in our securities discussed under theheading“Risk Factors”contained in this prospectus and under similar headings in the other documents that are Talphera, Inc. Overview We are a specialty pharmaceutical company focused on the development and commercialization of innovative therapiesfor use in medically supervised settings. Our product development portfolio features Niyad (a regional anticoagulant for thedialysis circuit), LTX-608 (a nafamostat formulation for direct IV infusion) that we intend to develop for one or more of thefollowing indications: disseminated intravascular coagulation, or DIC, acute respiratory distress syndrome, or ARDS, acutepancreatitis, or as an anti-viral treatment, and two ready-to-use pre-filled syringe product candidates (Fedsyra and Private Placement of Common Stock and Pre-Funded Warrants On March 31, 2025, we entered into securities purchase agreements with the selling stockholders pursuant to which weissued at the closing of the first tranche of a private placement transaction, or the 2025 Private Placement: ●3,405,118 shares of common stock; and ●pre-funded warrants to purchase up to an aggregate of 4,999,316 shares of common stock at an exercise price of$0.001 per share. The pre-funded warrants are exercisable immediately and have an unlimited term. The purchase price per share and per pre-funded warrant was $0.586 and $0.585, respectively, for aggregate grossproceeds of approximately $4.9 million, before deducting placement agent fees and other expenses payable by us. In addition, the selling stockholders committed to purchase additional shares of common stock and pre-funded warrantsin lieu ther