Titan Pharmaceuticals Announces Filing of Registration Statement for Proposed Business Combination with TalenTec Sdn. Bhd.

Rhea-AI Summary

Titan Pharmaceuticals (NASDAQ: TTNP) has announced the filing of a Form F-4 registration statement with the SEC for its proposed reverse merger with TalenTec Sdn. Bhd. The filing, made by Black Titan Corporation, outlines the preliminary proxy statement for the business combination previously announced on August 19, 2024. The merger is subject to Titan stockholder approval and other customary closing conditions, with an expected completion in the third quarter of 2025. Black Titan Corporation will serve as the holding company for the combined businesses. The registration statement is currently pending SEC effectiveness, and a definitive Proxy Statement/Prospectus will be distributed to Titan's stockholders once approved. Stockholders will be asked to vote on the merger at a special meeting, with detailed information about the transaction available through the SEC website.

Positive

• Potential for business expansion and synergies through the reverse merger
• Strategic restructuring through formation of new holding company Black Titan Corporation
• Clear timeline with expected closing in Q3 2025

Negative

• Transaction subject to stockholder approval and regulatory clearance
• Form F-4 registration statement not yet declared effective by SEC
• Uncertainty in closing timeline with no guaranteed completion

Insights

Corporate Finance Expert

Titan Pharmaceuticals is undergoing a reverse merger with TalenTec, signaling significant restructuring with pending SEC approval and shareholder vote.

This filing represents a significant corporate transformation for Titan Pharmaceuticals. The registration statement on Form F-4 indicates progress in the previously announced reverse merger with TalenTec Sdn. Bhd., a Malaysian company. This transaction structure typically allows private companies to go public without traditional IPO processes.

The creation of a new holding company, Black Titan Corporation, suggests a complete corporate restructuring rather than a simple acquisition. For context, reverse mergers often occur when smaller public companies with minimal operations (like Titan appears to be) combine with larger private entities seeking public listing.

Several critical elements remain unresolved:

• The SEC has not yet declared the registration effective
• Shareholder approval is still required
• Closing is projected for Q3 2025 but with explicit uncertainty

The extensive legal disclosures about forward-looking statements suggest significant execution risks. The multiple warnings about potential failure to close indicate material uncertainty about completion.

Without financial terms disclosed, it's impossible to assess valuation implications, but reverse mergers typically result in significant ownership dilution for original shareholders while providing fresh capital and business direction. The transaction likely represents a strategic pivot, with TalenTec's business becoming the primary focus post-merger while leveraging Titan's NASDAQ listing.

NEW YORK, June 03, 2025 (GLOBE NEWSWIRE) -- Titan Pharmaceuticals, Inc. (NASDAQ: TTNP) (“Titan” or the “Company”) announced today the filing by Black Titan Corporation with the U.S. Securities and Exchange Commission (“SEC”) of a registration statement on Form F-4 in connection with the proposed combination of Titan and TalenTec Sdn. Bhd. (f/k/a KE Sdn. Bhd.) (“TalenTec”), which includes Titan’s preliminary proxy statement (the “Form F-4”)

As previously announced on August 19, 2024, Titan and TalenTec have entered into a Merger and Contribution and Share Exchange Agreement (the “Merger Agreement”) regarding a business combination, pursuant to which Titan will be combined with TalenTec in a “reverse merger” transaction (the “Business Combination”).

The Form F-4 was filed by Black Titan Corporation, the holding company under which the businesses will combine, and is available through the SEC’s website at www.sec.gov under the name “Black Titan Corporation.” The registration statement has not been declared effective by the SEC and the information in the preliminary proxy statement/prospectus is not complete and may be changed.

The Business Combination is subject to approval by Titan stockholders and the satisfaction of other customary closing conditions and is expected to close in the third quarter of 2025 although there can be no assurance thereof.

Important Information About the Business Combination and Where to Find It

This communication is being made in respect of the proposed Business Combination transaction between Titan and TalenTec. The proposed transaction will be submitted to the stockholders of Titan for their consideration and approval. In connection with the proposed transaction, Black Titan Corporation has filed with the SEC a registration statement on Form F-4 that includes a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). After the registration statement has been declared effective by the SEC, a definitive Proxy Statement/Prospectus will be mailed to Titan’s stockholders as of a record date to be established by Titan’s board of directors for voting on the Business Combination. Titan may also file other relevant documents regarding the Business Combination with the SEC. Titan’s stockholders and other interested persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus, in connection with Titan’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the Business Combination, because these documents will contain important information about Titan, TalenTec and the Business Combination. Stockholders of Titan may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: Titan’s Chief Executive Officer at 10 East 53rd St., Suite 3001, New York, NY 10022.

Participants in the Solicitation

Titan, TalenTec and their respective directors, executive officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies of Titan’s stockholders in connection with the potential transactions described herein under the rules of the SEC. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Titan’s and TalenTec’s officers and directors in the registration statement on Form F-4 to be filed with the SEC and will also be contained in the Proxy Statement/Prospectus relating to the proposed transactions when it is filed with the SEC. These documents may be obtained free of charge from the sources indicated above.

Forward-Looking Statements

The disclosure herein may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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, without limitation, Titan’s expectations with respect to future performance, ability to consummate the Business Combination and ability to recognize the anticipated benefits of the Business Combination; costs related to the proposed Business Combination; the satisfaction of the closing conditions to the Business Combination; the timing of the closing, if any, of the Business Combination; global economic conditions; geopolitical events and regulatory changes; and other risks and uncertainties indicated from time to time in filings with the SEC. Additional information concerning these and other risk factors is contained in Titan’s most recent filings with the SEC and will be contained in the Form F-4 and other filings to be filed as result of the transactions described above. 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.

No Offer or Solicitation

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This press release does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.

Media & Investor Contacts:

Chay Weei Jye

Chief Executive Officer
(786) 769-7512

FAQ

What is the proposed business combination between Titan Pharmaceuticals (TTNP) and TalenTec?

Titan Pharmaceuticals and TalenTec Sdn. Bhd. are planning to combine through a reverse merger transaction, with Black Titan Corporation serving as the holding company for the combined businesses.

When is the TTNP merger with TalenTec expected to close?

The merger is expected to close in the third quarter of 2025, subject to stockholder approval and other customary closing conditions.

What regulatory approvals are needed for the Titan Pharmaceuticals merger?

The merger requires SEC approval of the Form F-4 registration statement, as well as approval from Titan's stockholders at a special meeting.

How can Titan Pharmaceuticals shareholders access information about the merger?

Shareholders can access the preliminary proxy statement/prospectus through the SEC's website at www.sec.gov under Black Titan Corporation, or by contacting Titan's CEO at their New York office.

What is the structure of the TTNP-TalenTec business combination?

The transaction is structured as a reverse merger, with Black Titan Corporation serving as the holding company under which both businesses will combine.