0001427925 2024-01-01 2024-12-31 0001427925 2024-06-30 0001427925 2025-03-17 iso4217:USD 0001427925 true FY 2024 10-K/A true 2024-12-31 --12-31 false 001-35068 TALPHERA, INC. DE 41-2193603 1850 Gateway Drive, Suite 175 San Mateo CA 94404 650 216-3500 Common Stock, $0.001 par value TLPH NASDAQ No No Yes Yes Non-accelerated Filer true false false false false 13200000 17098345 On March 31, 2025, Talphera, Inc., filed its Annual Report on Form 10-K for the year ended December 31, 2024, or the 2024 Annual Report. The 2024 Annual Report omitted Part III, Items 10 (Directors, Executive Officers and Corporate Governance), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), 13 (Certain Relationships and Related Transactions, and Director Independence) and 14 (Principal Accountant Fees and Services) in reliance on General Instruction G(3) to Form 10-K, which provides that such information may be either incorporated by reference from the registrant’s definitive proxy statement or included in an amendment to Form 10-K, in either case filed with the Securities and Exchange Commission, or the SEC, not later than 120 days after the end of the fiscal year. This Amendment No. 1 to Form 10-K, or this Amendment, is being filed solely to: ● amend Part III, Items 10, 11, 12, 13 and 14 of the 2024 Annual Report to include the information required by such items; ● delete the reference on the cover of the 2024 Annual Report to the incorporation by reference of portions of our proxy statement into Part III of the 2024 Annual Report; and ● file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment. Except as described above, this Amendment does not modify or update disclosure in, or exhibits to, the 2024 Annual Report. Furthermore, this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the date of the 2024 Annual Report. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time the 2024 Annual Report was filed. Accordingly, this Amendment should be read in conjunction with the 2024 Annual Report and our other filings with the SEC. true Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information From time to time, we grant stock options to its employees, including our named executive officers. Historically, we have granted new-hire equity awards, which often include stock options, on or soon after a new hire’s employment start date and annual awards, which often include stock options, generally in the first quarter of each fiscal year, which annual grants are typically approved at a regularly scheduled meeting of the Compensation Committee occurring in such quarter. Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the Board and at the time of each annual meeting of our stockholders, respectively, pursuant to the Non-Employee Director Compensation Policy, as further described under the heading, “Director Compensation” above. We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. We do not grant equity awards in anticipation of the release of material nonpublic information, or MNPI, and we do not time the release of MNPI based on equity award grant dates or for the purposes of affecting the value of executive compensation. During 2024, we did not grant any stock options to our named executive officers except for the annual stock options granted effective on February 14, 2024. We have no information to disclose pursuant to Item 402(x)(2) of Regulation S-K. From time to time, we grant stock options to its employees, including our named executive officers. Historically, we have granted new-hire equity awards, which often include stock options, on or soon after a new hire’s employment start date and annual awards, which often include stock options, generally in the first quarter of each fiscal year, which annual grants are typically approved at a regularly scheduled meeting of the Compensation Committee occurring in such quarter. Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the Board and at the time of each annual meeting of our stockholders, respectively, pursuant to the Non-Employee Director Compensation Policy, as further described under the heading, “Director Compensation” above. We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. false true false