See Index to Financial Statements in Item 8 of this Form 10-K.
| 2. | Financial Statement Schedules: |
Reference is made to the financial statement schedules included under Item 8 of Part II hereof. All other schedules are omitted because they are not applicable, not required or the information is shown in the financial statements or the notes thereto.
| Incorporation By Reference |
|---|
| Exhibit Number | Exhibit Description | Form | SEC File No. | Exhibit | Filing Date |
|---|
| 2.1§# | Asset Purchase Agreement, between the Registrant and Vertical Pharmaceuticals, LLC, dated March 12, 2023. | 10-Q | 001-35068 | 2.1 | 11/14/2023 |
| 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 to the Amended and Restated Certificate of Incorporation, dated January 9, 2024 | 8-K | 001-35068 | 3.1 | 01/09/2024 |
| 3.3 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant. | 8-K | 001-35068 | 3.1 | 06/25/2019 |
| 3.4 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant. | 8-K | 001-35068 | 3.1 | 10/25/2022 |
| 3.5 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Registrant. | 8-K | 001-35068 | 3.1 | 08/04/2022 |
| 3.6 | Certificate of Elimination of Series A Convertible Preferred Stock of the Registrant. | 8-K | 001-35068 | 3.2 | 10/25/2022 |
| 3.7 | Amended and Restated Bylaws of the Registrant. | 8-K | 001-35068 | 3.1 | 01/09/2024 |
| 4.1 | Description of Capital Stock. | 10-K | 001-35068 | 4.1 | 03/15/2021 |
| 4.2 | Reference is made to Exhibits 3.1 through 3.4. | |
| 4.3 | Specimen Common Stock Certificate of the Registrant. | S-1 | 333-170594 | 4.2 | 01/31/2011 |
| 4.4 | Form of Warrant to Purchase Common Stock of the Registrant, dated as of May 30, 2019. | 8-K | 001-35068 | 4.1 | 06/03/2019 |
| 4.5 | Form of Warrant to Purchase Common Stock of the Registrant, dated as of November 15, 2021. | 8-K | 001-35068 | 4.1 | 11/15/2021 |
| 4.6 | Warrant to Purchase Common Stock of the Registrant, dated as of August 3, 2022. | 8-K | 001-35068 | 4.1 | 08/04/2022 |
| 4.7 | Form of Common Warrant (December 2022). | 8-K | 001-35068 | 4.1 | 12/28/2022 |
| 4.8 | Form of Pre-Funded Warrant (December 2022). | 8-K | 001-35068 | 4.2 | 12/28/2022 |
| 4.9 | Form of Common Warrant, as amended (November 2022). | 8-K | 001-35068 | 4.3 | 12/28/2022 |
| 10.1+ | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. | S-1 | 333-170594 | 10.1 | 01/07/2011 |
| 10.2+ | 2011 Equity Incentive Plan. | S-8 | 333-172409 | 99.3 | 02/24/2011 |
| 10.3+ | Forms of Stock Option Grant Notice, Notice of Exercise and Option Agreement under 2011 Equity Incentive Plan. | 10-K | 001-35068 | 10.5 | 03/30/2011 |
| 10.4+ | Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under 2011 Equity Incentive Plan. | 10-K | 001-35068 | 10.6 | 03/30/2011 |
| 10.5+ | Amended and Restated 2020 Equity Incentive Plan. | 8-K | 001-350683 | 10.1 | 06/17/2021 |
| 10.6+ | Forms of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise under the Amended and Restated 2020 Equity Incentive Plan. | S-8 | 333-239213 | 99.2 | 06/16/2020 |
| 10.7+ | Forms of RSU Award Grant Notice and Award Agreement (RSU Award) under the Amended and Restated 2020 Equity Incentive Plan. | S-8 | 333-239213 | 99.3 | 06/16/2020 |
| 10.8+ | Amended and Restated 2011 Employee Stock Purchase Plan. | S-8 | 333-239213 | 99.4 | 06/16/2020 |
| 10.9+ | Amended and Restated Offer Letter between the Registrant and Badri (Anil) Dasu, dated December 30, 2010. | S-1 | 333-170594 | 10.15 | 01/07/2011 |
| 10.10+ | Amended and Restated Offer Letter between the Registrant and Pamela Palmer, dated December 29, 2010. | S-1 | 333-170594 | 10.16 | 01/07/2011 |
| 10.11+ | Offer Letter between the Registrant and Vincent J. Angotti, effective as of March 6, 2017. | 10-Q | 001-35068 | 10.4 | 05/08/2017 |
| 10.12+ | Offer Letter between the Registrant and Raffi Asadorian, dated July 18, 2017. | 8-K | 001-35068 | 10.1 | 07/19/2017 |
| 10.13+ | Amended and Restated Severance Benefit Plan effective as of February 7, 2017. | 8-K | 001-35068 | 10.2 | 02/09/2017 |
| 10.14§# | Commercial Supply Agreement, effective March 31, 2021 by and between the Registrant and Catalent Pharma Solutions, LLC. | 10-Q | 001-35068 | 10.1 | 08/16/2021 |
| 10.15§# | License and Commercialization Agreement (DZUVEO), dated July 14, 2021, between the Registrant and Laboratoire Aguettant. | 10-Q | 001-35068 | 10.1 | 11/15/2021 |
| 10.16§# | License and Commercialization Agreement (PFS), dated July 14, 2021, between the Registrant and Laboratoire Aguettant. | 10-Q | 001-35068 | 10.2 | 11/15/2021 |
| 10.17 | Contingent Value Rights Agreement, dated as of January 7, 2022, by and among the Registrant, James Wilkie, solely in his capacity as the representative of the Lowell stockholders and option holders, and Computershare Inc., and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively as Rights Agent. | 8-K | 001-35068 | 10.1 | 01/12/2022 |
| 10.18 | Controlled Equity OfferingSM Sales Agreement between the Registrant and Cantor Fitzgerald & Co., dated as of June 21, 2016. | 8-K | 001-35068 | 10.1 | 06/21/2016 |
| 10.19 | Amendment No. 1 to the Controlled Equity OfferingSM Sales Agreement between the Registrant and Cantor Fitzgerald & Co., dated as of August 29, 2020. | S-3 | 333-239156 | 1.3 | 06/12/2020 |
| 10.20 | Loan and Security Agreement between the Registrant and Oxford Finance, LLC, dated as of May 30, 2019. | 8-K | 001-35068 | 10.1 | 06/03/2019 |
| 10.21 | First Amendment to Loan and Security Agreement between the Registrant and Oxford Finance, LLC, dated as of May 5, 2021. | 10-Q | 001-35068 | 10.4 | 11/15/2021 |
| 10.22 | Second Amendment to Loan and Security Agreement between the Registrant and Oxford Finance, LLC, dated as of November 14, 2021. | 10-K | 001-35068 | 10.31 | 03/10/2022 |
| 10.23 | Registration Rights Agreement, between the Registrant and Lincoln Park Capital Fund, LLC, dated as of August 3, 2022. | 8-K | 001-35068 | 10.2 | 08/04/2022 |
| 10.24 | Form of Securities Purchase Agreement, by and among the Registrant and the Purchasers, dated as of July 17, 2023. | 8-K | 001-35068 | 10.1 | 07/21/2023 |
| 10.25 | Form of Registration Rights Agreement, by and among the Registrant and the Purchasers, dated as of July 17, 2023. | 8-K | 001-35068 | 10.2 | 07/21/2023 |
| 10.26 | Form of Series A common stock warrant (July 2023). | 8-K | 001-35068 | 10.3 | 07/21/2023 |
| 10.27 | Form of Series B common stock warrant (July 2023). | 8-K | 001-35068 | 10.4 | 07/21/2023 |
| 10.28 | Form of Pre-Funded Warrant (July 2023). | 8-K | 001-35068 | 10.5 | 07/21/2023 |
| 10.29 | Form of placement agent Series A common stock warrant. | 8-K | 001-35068 | 10.6 | 07/21/2023 |
| 10.30 | Form of placement agent Series B common stock warrant. | 8-K | 001-35068 | 10.7 | 07/21/2023 |
| 10.31 | Form of Securities Purchase Agreement, by and among the Registrant and entities affiliated with Nantahala Management, LLC, dated as of January 17, 2024. | 8-K | 001-35068 | 10.1 | 01/22/2024 |
| 10.32 | Form of Securities Purchase Agreement, by and among the Registrant and Investor Company ITF Rosalind Master Fund L.P., dated as of January 17, 2024. | 8-K | 001-35068 | 10.2 | 01/22/2024 |
| 10.33 | Form of Registration Rights Agreement, between the Registrant and the Purchasers, dated as of January 17, 2024. | 8-K | 001-35068 | 10.3 | 01/22/2024 |
| 10.34 | Form of Pre-Funded Warrant (January 2024). | 8-K | 001-35068 | 10.4 | 01/22/2024 |
| 23.1 | Consent of BPM LLP, Independent Registered Public Accounting Firm. | |
| 23.2 | Consent of Withum Smith & Brown LLP, Independent Registered Public Accounting Firm. | |
| 24.1 | Power of Attorney (included in signature page). |
| 31.1 | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. |
| 31.2 | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. |
| 32.1 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97+ | Talphera, Inc. Incentive Compensation Recoupment Policy. |
| 101.INS | XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Schema Document |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, and 101.PRE). |
| § | Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule upon request by the SEC. |
|---|
| + | Indicates management contract or compensatory plan. |
|---|
| # | Material in the exhibit marked with an “[*]” has been omitted because it is confidential, not material, and would be competitively harmful if publicly disclosed. |
|---|
The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
