Titan Pharmaceuticals Announces $600,000 Private Placement of Convertible Preferred Stock

Rhea-AI Summary

Titan Pharmaceuticals (NASDAQ: TTNP) has completed a private placement of Series C Convertible Preferred Stock with Blue Harbour Asset Management. The placement involves 60,000 shares at a conversion price of $3.40, raising an aggregate of $600,000.

The agreement includes a beneficial ownership conversion blocker limiting Blue Harbour's ownership to the lower of Nasdaq permissible limits or 19.99% of outstanding common stock. The transaction was conducted under Regulation S of the Securities Act, with ARC Group Ltd. serving as the sole financial advisor.

Positive

• None.

Negative

• Potential dilution for existing shareholders upon conversion of preferred stock
• Relatively small capital raise may indicate limited investor interest

Insights

Financial Analyst specializing in Biotech Funding

Titan's $600K capital raise provides minimal financial runway; small transaction size raises questions about investor confidence.

Titan Pharmaceuticals has secured a $600,000 private placement through the sale of convertible preferred stock to Blue Harbour Asset Management. This represents a modest capital infusion at a $3.40 conversion price. The transaction's structure includes ownership limitations preventing Blue Harbour from acquiring more than 19.99% of outstanding shares without shareholder approval, a standard provision to avoid triggering Nasdaq listing requirements.

The $600,000 raise is notably small for a public pharmaceutical company, suggesting limited investor appetite or a strategic decision to minimize dilution. For context, clinical-stage biotech companies typically require millions in capital to fund development programs, with early-stage clinical trials often costing $5-10 million at minimum. This financing likely provides only minimal operational runway.

The use of Regulation S for this offering indicates the securities were sold to non-U.S. investors, potentially reflecting challenges in accessing domestic capital markets. The concurrent registration rights agreement suggests Blue Harbour is securing the ability to sell their converted shares once certain conditions are met, indicating they want a clear exit strategy.

Investors should note that despite securing some capital, the limited size of this transaction may signal ongoing financial constraints for Titan. The company will likely need additional, more substantial financing rounds to fund any meaningful clinical development programs or commercial activities.

NEW YORK, June 27, 2025 (GLOBE NEWSWIRE) -- Titan Pharmaceuticals, Inc. (NASDAQ: TTNP) ("Titan" or the "Company") announced today that, pursuant to a securities purchase agreement (the “Purchase Agreement”) with Blue Harbour Asset Management L.L.C-FZ (“Blue Harbour”), it has completed a private placement of the Company’s newly designated Series C Convertible Preferred Stock (the “Preferred Stock”). Pursuant to the Purchase Agreement, Blue Harbour purchased 60,000 shares of Preferred Stock for an aggregate purchase price of $600,000. The shares have a conversion price of $3.40.

The Certificate of Designations authorizing the Preferred Stock contains a beneficial ownership conversion "blocker" that prevents Blue Harbour from acquiring the lower of either (i) the maximum percentage of common stock permissible under Nasdaq rules and regulations without first obtaining shareholder approval or (ii) 19.99% of the Company's outstanding common stock.

The shares being sold in this transaction do not involve a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Regulation S thereunder. Titan and Blue Harbour have concurrently entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which Titan has agreed to provide certain registration rights upon the occurrence of certain events set forth in the Registration Rights Agreement. Additional information regarding the agreement can be found in an 8-K that was filed with the SEC: https://ir.titanpharm.com/all-sec-filings.

ARC Group Ltd. served as sole financial advisor to Titan in the private placement.

Forward-Looking Statements

This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to our product development programs and any other statements that are not historical facts. Such statements involve risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from management's current expectations include those risks and uncertainties relating to our ability to raise capital, the regulatory approval process, the development, testing, production and marketing of our drug candidates, patent and intellectual property matters and strategic agreements and relationships. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law. A complete discussion of the risks and uncertainties that may affect Titan's business, including the business of its subsidiary, is included in "Risk Factors" in the Company's most recent Annual Report on Form 10-K as filed by the Company with the Securities and Exchange Commission.

Media & Investor Contacts:

Chay Weei Jye
Chief Executive Officer
(786) 769-7512

FAQ

What is the size and terms of TTNP's June 2025 private placement?

Titan Pharmaceuticals raised $600,000 through the sale of 60,000 shares of Series C Convertible Preferred Stock at a conversion price of $3.40 per share to Blue Harbour Asset Management.

What ownership restrictions apply to Blue Harbour's investment in TTNP?

Blue Harbour's ownership is limited to the lower of either Nasdaq's permissible maximum or 19.99% of Titan's outstanding common stock due to a beneficial ownership conversion blocker.

How will TTNP's private placement affect existing shareholders?

The private placement may lead to dilution of existing shareholders' ownership when the preferred shares are converted to common stock at the $3.40 conversion price.

Who advised Titan Pharmaceuticals (TTNP) on the June 2025 private placement?

ARC Group Ltd. served as the sole financial advisor to Titan Pharmaceuticals for this private placement.

What registration rights were granted in TTNP's preferred stock placement?

Titan agreed to provide certain registration rights to Blue Harbour upon specific events as detailed in the Registration Rights Agreement, with full details available in the company's SEC 8-K filing.