[SCHEDULE 13G/A] TALPHERA, INC. Amended Passive Investment Disclosure
Talphera stake disclosed by Rosalind Master Fund
Rosalind Advisors Inc., Rosalind Master Fund L.P. and related managers reported beneficial ownership in Talphera, Inc. common shares on a passive Schedule 13G/A basis.
Rosalind Advisors Inc., Rosalind Master Fund L.P. and related managers reported beneficial ownership in Talphera, Inc. common shares on a passive Schedule 13G/A basis. Rosalind Master Fund L.P. may be deemed to beneficially own 5,169,501 shares of common stock, which the filing states represents approximately 9.96% of Talphera’s common stock, based on 51,899,648 shares outstanding as of April 24, 2026.
The position excludes 7,743,681 additional shares issuable upon exercise of warrants and pre-funded warrants because these securities contain a 9.99% beneficial ownership blocker, preventing exercise to the extent it would push ownership above that level. As a result, the reporting persons state they were not able to exercise any of the warrants at the measurement date and that certain parties, including the advisor and portfolio manager, disclaim beneficial ownership of the shares held by the fund.
Positive
None.
Negative
None.
Key Figures
Beneficially owned common shares:5,169,501 sharesOwnership percentage (Rosalind Master Fund):9.96%Shares outstanding:51,899,648 shares+5 more
8 metrics
Beneficially owned common shares5,169,501 sharesRosalind Master Fund L.P. beneficial ownership as described in Item 4
Ownership percentage (Rosalind Master Fund)9.96%Approximate beneficial ownership of Talphera common stock based on 51,899,648 shares outstanding
Shares outstanding51,899,648 sharesTalphera common stock outstanding as of April 24, 2026
Shares issuable from warrants2,941,180 sharesCommon stock issuable upon exercise of warrants held by Rosalind-related entities
Shares issuable from pre-funded warrants4,802,501 sharesCommon stock issuable upon exercise of pre-funded warrants
Total shares underlying warrants7,743,681 sharesCombined common stock issuable from warrants and pre-funded warrants subject to 9.99% blocker
Reported percent of class9.9%Percent of Talphera common stock listed for each reporting person
Shared voting/dispositive power5,169,501 sharesShares over which each reporting person has shared voting and dispositive power
"may have been deemed to have the beneficial ownership of 5,169,501 shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pre-funded warrantsfinancial
"4,802,501 shares of Common Stock issuable upon exercise of pre-funded warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
blocker provisionfinancial
"because they contain a blocker provision under which the holder thereof does not have the right"
shared voting powerfinancial
"Shared Voting Power 12,913,182.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 12,913,182.00"
FAQ
What stake in Talphera (TLPH) does Rosalind Master Fund report?
Rosalind Master Fund L.P. may be deemed to beneficially own 5,169,501 shares of Talphera common stock, which the filing states represents approximately 9.96% of the outstanding common stock, based on 51,899,648 shares outstanding as of April 24, 2026.
What overall ownership percentage in Talphera (TLPH) do the Rosalind reporting persons disclose?
Each reporting person – Rosalind Advisors Inc., Rosalind Master Fund L.P., Steven Salamon and Gilad Aharon – lists beneficial ownership of 9.9% of Talphera’s common stock in the percentage-of-class disclosure section of the Schedule 13G/A.
How many Talphera (TLPH) shares underlie Rosalind’s warrants and pre-funded warrants?
The filing lists 2,941,180 shares issuable upon exercise of warrants and 4,802,501 shares issuable upon exercise of pre-funded warrants, for a total of 7,743,681 shares underlying these derivative securities associated with Rosalind’s position.
Why can’t Rosalind currently exercise its Talphera (TLPH) warrants?
The warrants and pre-funded warrants include a 9.99% beneficial ownership blocker, which prevents exercise if it would raise the holder’s ownership above 9.99% of Talphera’s common stock, so the reporting persons state they were not able to exercise any warrants at the relevant date.
What voting and dispositive power over Talphera (TLPH) shares does Rosalind report?
Each reporting person shows 0 shares with sole voting or dispositive power and 5,169,501 shares with shared voting and shared dispositive power, reflecting the Talphera common shares held through Rosalind Master Fund L.P. as described in the ownership section.
Do Rosalind Advisors and its portfolio managers claim full beneficial ownership of Talphera (TLPH) shares?
Rosalind Advisors Inc. and portfolio manager Steven Salamon may be deemed to beneficially own Talphera shares held by Rosalind Master Fund L.P., but the Schedule 13G/A states that the advisor and Mr. Salamon disclaim beneficial ownership of those shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
TALPHERA, INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
00444T209
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
00444T209
1
Names of Reporting Persons
Rosalind Advisors, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,913,182.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,913,182.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,913,182.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: This percentage is calculated based upon 51,899,648 ordinary shares of the Issuers common stock outstanding as of April 24th, 2026, based on the DEF 14A Filing on June 29th, 2026. However, as more fully described in Item 4, the securities reported in rows 6, 8 and 9 show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows 6, 8 and 9.
(6) 5,169,501 shares of Common Stock
2,941,180 shares of Common Stock issuable upon exercise of warrants
4,802,501 shares of Common Stock issuable upon exercise of pre-funded warrants
SCHEDULE 13G
CUSIP Number(s):
00444T209
1
Names of Reporting Persons
SALAMON STEVEN A J
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,913,182.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,913,182.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,913,182.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (6) 5,169,501 shares of Common Stock
2,941,180 shares of Common Stock issuable upon exercise of warrants
4,802,501 shares of Common Stock issuable upon exercise of pre-funded warrants
SCHEDULE 13G
CUSIP Number(s):
00444T209
1
Names of Reporting Persons
Aharon Gil
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,913,182.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,913,182.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,913,182.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (6) 5,169,501 shares of Common Stock
2,941,180 shares of Common Stock issuable upon exercise of warrants
4,802,501 shares of Common Stock issuable upon exercise of pre-funded warrants
SCHEDULE 13G
CUSIP Number(s):
00444T209
1
Names of Reporting Persons
Rosalind Master Fund L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,913,182.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,913,182.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,913,182.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (6) 5,169,501 shares of Common Stock
2,941,180 shares of Common Stock issuable upon exercise of warrants
4,802,501 shares of Common Stock issuable upon exercise of pre-funded warrants
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TALPHERA, INC.
(b)
Address of issuer's principal executive offices:
1850 GATEWAY DRIVE, 1850 GATEWAY DRIVE, SAN MATEO, CALIFORNIA, 94404.
Item 2.
(a)
Name of person filing:
Rosalind Advisors Inc. Advisor to RMF
Rosalind Master Fund L.P. RMF
Steven Salamon President
Steven Salamon is the portfolio manager of the Advisor which advises RMF.
Gilad Aharon is the portfolio manager and member of the Advisor which advises RMF.
(b)
Address or principal business office or, if none, residence:
Rosalind Advisors, Inc.
15 Wellesley Street West
Suite 326
Toronto, Ontario
M4Y 0G7 Canada
Rosalind Master Fund L.P.
P.O. Box 309
Ugland House, Grand Cayman
KY1-1104, Cayman Islands
Steven Salamon
15 Wellesley Street West
Suite 326
Toronto, Ontario
M4Y 0G7 Canada
Gilad Aharon
15 Wellesley Street West
Suite 326
Toronto, Ontario
M4Y 0G7 Canada
(c)
Citizenship:
Mr. Salamon and Mr. Aharon are citizens of Canada, resident in Ontario
(d)
Title of class of securities:
Common Shares
(e)
CUSIP No.:
00444T209
Item 4.
Ownership
(a)
Amount beneficially owned:
The information as of the date of the event which requires filing of this statement required by Items 4a to c is set forth in Rows 7 to 13 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based upon 51,899,648 ordinary shares of the Issuers common stock outstanding as of April 24th, 2026, based on the DEF 14A Filing on June 29th, 2026.
Rosalind Master Fund L.P. may have been deemed to have the beneficial ownership of 5,169,501 shares of common stock representing the beneficial ownership of approximately 9.96% of the common stocks as mentioned above, which excludes the 7,743,681 shares issuable upon the exercise of pre-funded warrants and warrants because they contain a blocker provision under which the holder thereof does not have the right to exercise any of the warrant to the extent that such exercise would result in beneficial ownership by the holder in excess of 9.99% of the Common Stock. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise any of the warrants due to the Blockers.
Rosalind Advisors Inc. is the investment advisor to RMF and may be deemed to be the beneficial owner of shares held by RMF. Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares held by RMF. Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of the shares.
(b)
Percent of class:
Rosalind Advisors Inc. 9.9%
Rosalind Master Fund L.P. 9.9%
Steven Salamon 9.9%
Gilad Aharon 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
Rosalind Advisors Inc. 5,169,501
Rosalind Master Fund L.P. 5,169,501
Steven Salamon 5,169,501
Gilad Aharon 5,169,501
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
Rosalind Advisors Inc. 5,169,501
Rosalind Master Fund L.P. 5,169,501
Steven Salamon 5,169,501
Gilad Aharon 5,169,501
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Rosalind Advisors, Inc.
Signature:
Steven Salamon
Name/Title:
President
Date:
08/12/2026
SALAMON STEVEN A J
Signature:
Steven Salamon
Name/Title:
Steven Salamon
Date:
08/12/2026
Aharon Gil
Signature:
Gil Aharon
Name/Title:
Gil Aharon
Date:
08/12/2026
Rosalind Master Fund L.P.
Signature:
Mike McDonald
Name/Title:
Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)
