As filed with the Securities and Exchange Commission on August 12, 2026         

Registration No. 333-

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

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TALPHERA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware	41-2193603
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

 

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1850 Gateway Drive, Suite 175

San Mateo, CA 94404

(Address of principal executive offices) (Zip code)

 

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Amended and Restated 2020 Equity Incentive Plan

Amended and Restated 2011 Employee Stock Purchase Plan

(Full title of the plans)

 

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Raffi Asadorian

Chief Financial Officer

Talphera, Inc.

1850 Gateway Drive, Suite 175

San Mateo, CA 94404

(650) 216-3500

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

 

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Copy to:

John T. McKenna

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

 

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

EXPLANATORY NOTE

 

Talphera, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) for the purpose of registering 4,000,000 additional shares of common stock to be issued pursuant to the Registrant’s Amended and Restated 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”) and 100,000 additional shares of common stock to be issued pursuant to the Registrant’s Amended and Restated 2011 Employee Stock Purchase Plan (the “2011 Employee Stock Purchase Plan”). The contents of the Registrant’s registration statements on Form S-8 (SEC File Nos. 333-239213, 333-258896, 333-275720, 333-281560 and 333-291123 filed with the Commission on June 16, 2020, August 18, 2021, November 22, 2023, August 14, 2024, and October 28, 2025, respectively) are incorporated by reference pursuant to General Instruction E of Form S-8.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). The document(s) containing the information specified in Part I will be sent or given to the participant in the 2020 Equity Incentive Plan and 2011 Employee Stock Purchase Plan pursuant to Rule 428(b)(1). These document(s) and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.         Incorporation of Documents by Reference.

 

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

 

(a)

the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on March 23, 2026 (the “2025 10-K”);

 

	(b)	the Registrant’s information specifically incorporated by reference in the 2025 10-K from the Registrant’s definitive proxy statement on Schedule 14A for the 2026 annual meeting of stockholders, filed with the Commission on April 29, 2026;
	(c)	the Registrant’s Current Report on Form 8-K, filed with the Commission on March 13, 2026, March 16, 2026, and June 23, 2026;

 

(d)

the Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026, filed with the Commission on May 13, 2026 and August 12, 2026, respectively; and

 

(e)

the description of the Registrant’s common stock which is contained in a registration statement on Form 8-A filed with the Commission on February 1, 2011 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as updated by Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on March 15, 2021, and any amendment or report filed for the purpose of updating such description.

 

 

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

Item 4.         Exhibits.

 

				Incorporation by Reference
Exhibit Number		Exhibit Description		Form		SEC File No.		Exhibit		Filing Date
3.1		Amended and Restated Certificate of Incorporation of the Registrant.		8-K		001-35068		3.1		02/18/2011
3.2		Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant.		8-K		001-35068		3.1		06/25/2019
3.3		Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant.		8-K		001-35068		3.1		10/25/2022
3.4		Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant.		8-K		001-35068		3.1		01/09/2024
3.5		Amended and Restated Bylaws of the Registrant.		8-K		001-35068		3.2		01/09/2024
4.1		Reference is made to Exhibits 3.1 through 3.5.
4.2		Specimen Common Stock Certificate of the Registrant.		S-1/A		333-170594		4.2		01/31/2011
5.1*		Opinion of Cooley LLP.
23.1*		Consent of BPM LLP, Independent Registered Public Accounting Firm.
24.1		Power of Attorney (included on the signature page of this Form S-8).
99.1+		Amended and Restated 2020 Equity Incentive Plan.		8-K		001-35068		10.1		06/23/2026
99.4+		Amended and Restated 2011 Employee Stock Purchase Plan.		8-K		001-35068		10.2		06/23/2026
107*		Filing Fee Table

 

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*	Filed herewith.
+	Indicates management contract or compensatory plan.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on August 12, 2026.

 

	TALPHERA, INC.
	By:	/s/ Vincent J. Angotti
		Vincent J. Angotti
		Chief Executive Officer

 

POWER OF ATTORNEY

 

Know all persons by these presents, that each person whose signature appears below constitutes and appoints Vincent J. Angotti and Raffi Asadorian, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. 

 

Signature		Title		Date
/s/ Vincent J. Angotti		Chief Executive Officer and Director		August 12, 2026
Vincent J. Angotti		(Principal Executive Officer)
/s/ Raffi Asadorian		Chief Financial Officer		August 12, 2026
Raffi Asadorian		(Principal Financial and Accounting Officer)
/s/ Adrian Adams		Chairman		August 12, 2026
Adrian Adams
/s/ Marina Bozilenko		Director		August 12, 2026
Marina Bozilenko
/s/ Jill Broadfoot		Director		August 12, 2026
Jill Broadfoot
/s/ Stephen J. Hoffman		Director		August 12, 2026
Stephen J. Hoffman
/s/ Abhinav Jain		Director		August 12, 2026
Abhinav Jain
/s/ Joseph Todisco		Director		August 12, 2026
Joseph Todisco
/s/ Mark Wan		Director		August 12, 2026
Mark Wan

 

 

Exhibit 5.1

 

 

 

John T. McKenna

T: +1 650 843 5059

jmckenna@cooley.com

 

August 12, 2026

 

Talphera, Inc.

1850 Gateway Drive, Suite 175

San Mateo, CA 94404

 

Ladies and Gentlemen:

 

We have acted as counsel to Talphera, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 4,100,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), consisting of (i) 4,000,000 shares of Common Stock issuable pursuant to the Company’s Amended and Restated 2020 Equity Incentive Plan (the “2020 EIP”) and (ii) 100,000 shares of Common Stock issuable pursuant to the Company’s Amended and Restated 2011 Employee Stock Purchase Plan (together with the 2020 EIP, the “Plans”).

 

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Plans, (c) the Company’s certificate of incorporation and bylaws, each as currently in effect, and (d) such other documents, records, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

 

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to the Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

 

This opinion is limited to the matters set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

 

 

Cooley LLP   3175 Hanover Street   Palo Alto, CA   94304
t: (650) 843-5000  f: (650) 849-7400  cooley.com

Talphera, Inc.

August 12, 2026

Page Two

 

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

Sincerely,

 

Cooley LLP

 

 

By: /s/ John T. McKenna

John T. McKenna

 

 

 

 

 

EXHIBIT 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Talphera, Inc. of our report dated March 23, 2026 relating to the consolidated financial statements, which appears in Talphera, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025.

 

 

 

/s/ BPM LLP

 

San Francisco, California

August 12, 2026

S-8 S-8 EX-FILING FEES 0001427925 TALPHERA, INC. N/A Fees to be Paid Fees to be Paid 0001427925 2026-08-12 2026-08-12 0001427925 1 2026-08-12 2026-08-12 0001427925 2 2026-08-12 2026-08-12 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

TALPHERA, INC.

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Common Stock, $0.001 par value per share, 2020 Equity Incentive Plan	Other	4,000,000	$ 1.39	$ 5,560,000.00	0.0001381	$ 767.84
2	Equity	Common Stock, $0.001 par value per share, 2011 Employee Stock Purchase Plan	Other	100,000	$ 1.39	$ 139,000.00	0.0001381	$ 19.20
Total Offering Amounts:						$ 5,699,000.00		$ 787.04
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 787.04

Offering Note

1	(1) Pursuant to Rule 416(a) promulgated under the Securities Act, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of common stock that become issuable under the Registrant's 2020 Equity Incentive Plan and 2011 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant's common stock, as applicable. (2) Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act, solely for the purposes of calculating the registration fee and based on the average of the high and low prices of the Registrant's common stock as reported on The Nasdaq Capital Market on August 5, 2026, which date is within five business days prior to the filing of this Registration Statement. (3) Represents 4,000,000 additional shares of the Registrant's common stock that are or that may become issuable under the Registrant's 2020 Equity Incentive Plan.
2	(1) Pursuant to Rule 416(a) promulgated under the Securities Act, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of common stock that become issuable under the Registrant's 2020 Equity Incentive Plan and 2011 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant's common stock, as applicable. (2) Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act, solely for the purposes of calculating the registration fee and based on the average of the high and low prices of the Registrant's common stock as reported on The Nasdaq Capital Market on August 5, 2026, which date is within five business days prior to the filing of this Registration Statement. (4) Represents 100,000 additional shares of the Registrant's common stock that are or that may become issuable under the Registrant's 2011 Employee Stock Purchase Plan.

Table 2: Fee Offset Claims and Sources	☑Not Applicable

		Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims
Fee Offset Sources