Private Placement (Form 8-K)

Item 3.02 Sale of Unregistered Securities

Securities Purchase Agreement

As previously disclosed, on March 31, 2025, Talphera, Inc., or the Company, entered into a securities purchase agreement, or the Purchase Agreement, with several institutional investors and a member of management (collectively, the Purchasers), relating to the issuance and sale in a private placement in three separate tranches of (i) shares of its common stock, par value $0.001 per share and (ii) pre-funded warrants to purchase shares of common stock. The first closing of the private placement occurred on April 2, 2025, and on October 21, 2025, certain Purchasers waived the conditions of subsections 2.3(a)(i) and 2.4(a)(i) of the Purchase Agreement to effect both the second closing and third closing of the private placement with respect to such Purchasers only (collectively, the Optional Closing).

On March 6, 2026, the Company achieved the conditions of subsection 2.4(a)(i) of the 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):

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.