Nantahala Capital Management, LLC → TALPHERA, INC. TLPH

Item 4 is hereby amended by the addition of the following: The Nantahala Investors made the March 2025 Warrant Purchase described above in Item 3 based on the Reporting Persons' belief that the Common Stock was undervalued and represented an attractive investment opportunity. In the SPA, the Nantahala Investors committed to make (i) a further investment of the same size in a second closing upon the enrollment of at least 17 patients in the Issuer's NEPHRO CCRT study (the "Second Milestone"), and a minimum stock price of at least $0.7325 per share of Common Stock for five consecutive days following a public announcement of the achievement of the Second Milestone, and (ii) an additional investment of the same size in a third closing upon the enrollment of at least 35 patients (the "Third Milestone"), and a minimum stock price of at least $0.7325 per share of Common Stock for five consecutive days following a public announcement of the achievement of the Third Milestone (collectively, such commitment is referred to as the "March 2025 Commitment"). Such additional equity investment pursuant to the March 2025 Commitment would also be made in the form of Pre-Funded Warrants at the same price per Pre-Funded Warrant.