Talphera Inc美股招股说明书(2025-09-29版)

Up to 25,036,360 Shares of Common Stock Up to 5,845,455 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 September 7, 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 inconnection with the registration of the shares. See “Plan of Distribution” for more information about how the selling stockholdersmay sell or dispose of their shares of our common stock. Our common stock is listed on The Nasdaq Capital Market under the trading symbol “TLPH.” On September 26, 2025, thelast reported sale price of the common stock was $0.9064 per 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 otherdocuments that are incorporated by reference into this prospectus. 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 isSeptember 29, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS3SPECIAL NOTE REGARDING FORWARD-LOOKINGSTATEMENTS4USE OF PROCEEDS6DESCRIPTION OF CAPITAL STOCK7SELLING STOCKHOLDERS11PLAN OF DISTRIBUTION16LEGAL MATTERS18EXPERTS18WHERE YOU CAN FIND ADDITIONAL INFORMATION18INCORPORATION OF CERTAIN INFORMATION BYREFERENCE19 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 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. 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 referenceas 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. 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 areincorporated by reference into this prospectus. You should also carefully read the information incorporated by referenceinto this prospectus, including our financial statements, and the exhibits to the registration statement of which thisprospectus is a part. 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 coagula