Talphera Inc美股招股说明书(2025-05-12版)

The selling stockholders purchased the common stock and pre-funded warrants from us pursuant to securities purchase agreements, 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. prospectus 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 and may sell or dispose of their shares of our common stock. reported 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 The date of this prospectus isMay 12, 2025. reliability 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 theinformation contained in or incorporated by reference in this prospectus is accurate as of any date other than their respective dates.Our business, financial condition, results of operations and prospects may have changed since those dates. is 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 as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents asdescribed below under the section titled “Where You Can Find Additional Information.” 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.ii 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. Talphera, Inc.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 the 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. sold in the first tranche. We have agreed to file an additional registration statement following the second and third closingsto register (i) the shares of common stock and (ii) the shares of common stock issuable upon exercise of the pre-funded warrants to be issued and sold in the second and third tranche.Use of ProceedsWe will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders in thisoffering. The selling stockholders will receive all of the proceeds from the sale of shares of our common stock hereunder. Our common stock is listed on The Nasdaq Global Market under the symbol “TLPH.” Pharmaceuticals, Inc. on January 6, 2006, and most recently to Talphera, Inc. on January 9, 2024. Our principal executiveoffices are located at 1850 Gateway Drive, Suite 175, San Mateo, California 94404, and our telephone number is (650) 216- is not part of, and is not incorporated into, this prospectus and should not be considered part of this prospectus. annual report on Form 10-K, as updated by our subsequent quarterly reports on Form 10-Q and other filings we make with theSecurities and Exchange Commission, or the SEC, which are incorporated by reference into this prospectus in their entirety,together with other information in this prospectus and the documents incorporated by reference. The risks described in thesedocuments are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictableeconomic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Pastfinancial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate ●our ability to obtain additional required financing and to co