SCHEDULE: Rosalind Advisors Discloses 9.9% Stake in Talphera

Rosalind Advisors, Inc. and related entities have reported beneficial ownership of 9.9% of Talphera, Inc.'s common stock as of March 31, 2025.

Summary

• Rosalind Advisors, Inc., Rosalind Master Fund L.P., Steven Salamon, and Gilad Aharon have jointly filed a Schedule 13G/A, reporting beneficial ownership of 12,925,597 shares of Talphera, Inc. common stock.
• This represents 9.9% of the outstanding common shares, based on 51,899,648 shares outstanding as of April 24, 2026, according to a DEF 14A filing on June 29, 2026.
• The reported shares include 3,353,916 directly held shares, 2,941,180 shares issuable upon exercise of warrants, and 6,630,501 shares issuable upon exercise of pre-funded warrants.
• However, due to 'blocker' provisions in the warrants and pre-funded warrants, the actual number of shares beneficially owned after giving effect to these blockers is less than reported, and the reporting persons were unable to exercise these warrants as of the filing date.
• Rosalind Advisors, Inc. acts as the investment advisor to Rosalind Master Fund L.P.
• Steven Salamon is the portfolio manager for Rosalind Advisors, Inc., and Gilad Aharon is also a portfolio manager and member of Rosalind Advisors, Inc.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily reporting ownership changes and structural limitations rather than operational or financial performance updates.

Positives

• Rosalind Advisors and its affiliates have taken a significant stake, indicating confidence in Talphera's potential.
• The reporting persons collectively hold a substantial number of shares (12,925,597), which could influence corporate strategy or governance.

Negatives

• The 'blocker' provisions in the warrants and pre-funded warrants prevent the reporting persons from exercising them if it would result in beneficial ownership exceeding 9.99%, limiting their immediate ability to increase their stake through these instruments.
• The actual number of shares beneficially owned is less than the reported aggregate due to these blockers.

Risks

• The 'blocker' provisions in the warrants and pre-funded warrants pose a risk to the reporting persons' ability to fully exercise their potential ownership and may limit their influence if Talphera's share price increases significantly.
• The reliance on a DEF 14A filing from June 29, 2026, for outstanding share count, which is dated after the event requiring filing (March 31, 2025), may introduce a discrepancy in the precise percentage calculation.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from Talphera, Inc. The information pertains to the ownership stake of Rosalind Advisors and related entities.

Management Comments

• 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.
• 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.

Industry Context

StockSavvy.ai notes that significant stake acquisitions reported via Schedule 13G filings often signal increased investor interest and potential for activist involvement or strategic shifts within the biotechnology sector, where Talphera, Inc. operates.

Stakeholder Impact

• Shareholders: May see increased volatility or strategic focus due to the significant stake held by Rosalind Advisors.
• Management: May face increased scrutiny or engagement from Rosalind Advisors regarding company strategy and performance.

Next Steps

• Monitor Talphera, Inc.'s corporate actions and strategic announcements for any influence from the increased stake by Rosalind Advisors.
• Observe potential future filings from Rosalind Advisors regarding their stake in Talphera, Inc.

Key Dates

Keywords

Talphera, Inc., Schedule 13G, Rosalind Advisors, Rosalind Master Fund, Steven Salamon, Gilad Aharon, Beneficial Ownership, Common Stock, Warrants, Pre-funded Warrants, Blocker Provisions