Titan Pharmaceut SEC Filings

Titan Pharmaceuticals, Inc. filed post-effective amendments to several Form S-8 registration statements to deregister any shares that were registered but remain unsold or unissued under its employee and incentive equity plans. This step follows completion of its previously announced business combination on October 1, 2025, in which Titan merged with a subsidiary of Black Titan Corporation and became a direct wholly owned subsidiary of Black Titan. The amendments formally terminate the effectiveness of the affected S-8 registrations in line with undertakings previously made in those filings.

Titan Pharmaceuticals, Inc. has filed post-effective amendments to multiple Form S-8 registration statements to deregister all remaining securities that were registered but not issued under its equity incentive and stock option plans. This step follows completion of its previously announced business combination, in which a subsidiary of Black Titan Corporation merged with and into Titan, leaving Titan as a wholly owned subsidiary of Black Titan. The amendments formally terminate the effectiveness of the prior S-8 registrations and remove any unsold or unissued plan securities from registration.

Titan Pharmaceuticals (TTNP) director Avraham Ben-Tzvi reported dispositions on 10/01/2025. The filing shows a sale/disposition of 3,313 shares of common stock and surrender/disposition of 6,250 options (two option groups of 1,250 and 5,000). After these transactions the reporting person reports 0 shares and 0 options beneficially owned in the issuer. The reported dispositions were made in connection with a merger and share-exchange under which Titan common shares and outstanding Titan options were exchanged for Black Titan securities per a Merger and Contribution and Share Exchange Agreement dated August 19, 2024.

Titan Pharmaceuticals, Inc. (TTNP) appears in a Form 25 notification submitted to the SEC by Nasdaq Stock Market LLC indicating removal of a class of the issuer's securities from listing and/or registration under Section 12(b) of the Exchange Act. The filing names the issuer and exchange and gives the issuer's principal office address and phone number. The form includes references to the rule provisions used to strike the class (17 CFR 240.12d2-2 subsections) and contains a standard statement that Nasdaq believes it meets the requirements to file Form 25. The document as provided does not show which specific checkbox was marked, an effective date, or a signed/dated signature block.

Titan Pharmaceuticals, Inc. completed its previously announced business combination with Black Titan Corporation on October 1, 2025. TTNP merged into a wholly owned subsidiary of Black Titan and continues as the surviving corporation under the same name, now directly owned by Black Titan.

Each share of Titan Pharmaceuticals capital stock outstanding immediately before the merger was automatically converted into ordinary shares of Black Titan. Titan shareholders therefore ceased to have rights as TTNP stockholders other than receiving the agreed stockholder consideration. It is anticipated that TTNP common stock will stop trading on the Nasdaq Capital Market and Black Titan ordinary shares will begin trading on Nasdaq on October 2, 2025.

At the effective time of the merger, Titan’s directors and officers submitted resignations at Black Titan’s request, not due to any disagreement over operations, policies, or practices. Chay Weei Jye was appointed as Titan’s sole director, acting secretary, and chief executive officer.

Titan Pharmaceuticals, Inc. reported that on 24 June 2025 it executed a Securities Purchase Agreement with Blue Harbour Asset Management L.L.C-FZ for a private placement of 60,000 shares of Series C Convertible Preferred Stock at $10.00 per share, generating $600,000 in gross proceeds.

The newly created Series C carries a conversion price of $3.40; at this rate, full conversion would yield approximately 176,471 common shares. Conversion is voluntary and subject to caps that prevent the investor from owning more than (i) the maximum percentage allowed by Nasdaq without shareholder approval or (ii) 19.99 % of outstanding common shares.

Holders of the Series C are entitled to receive dividends only on an as-if-converted basis, pari passu with common shareholders, and rank equally in liquidation. Key protective provisions require majority Series C consent before the company can alter rights, increase authorized preferred shares, amend charter documents adversely, or engage in fundamental transactions.

The shares were issued in reliance on Regulation S and therefore are unregistered. A related Registration Rights Agreement grants investors future resale registration under specified conditions.

Supporting documents were filed as exhibits: 4.1 Certificate of Designations, 10.1 Purchase Agreement, 10.2 Registration Rights Agreement, and 99.1 press release announcing closing on 27 June 2025.

Titan Pharmaceuticals, Inc. (Nasdaq: TTNP) filed an 8-K detailing the results of its 2025 Annual Meeting of Stockholders held on 16 June 2025. A quorum of 54.21 % (495,640 of 914,234 outstanding shares) was present in person or by proxy.

Key voting outcomes:

• Director elections: All five nominees were elected; votes withheld ranged from 6,299-9,375, indicating broad but not unanimous support.
• Private placement approval (Nasdaq Rules 5635(b)/(d)): Shareholders authorized issuing >20 % of outstanding common stock (280,752 FOR / 21,666 AGAINST / 7,642 ABSTAIN), giving the company flexibility to raise capital.
• 2015 Omnibus Equity Incentive Plan amendment: Increase in share reserve and five-year term extension passed (281,463 FOR / 20,676 AGAINST / 7,921 ABSTAIN).
• Auditor ratification: Enrome LLP confirmed for FY 2025 (476,200 FOR).
• Say-on-pay (advisory): Compensation approved (272,994 FOR).
• Say-on-pay frequency: Shareholders preferred reviews every two years (255,240 votes) versus one-year (50,520) or three-year (2,840) cycles; the Board adopted the biennial schedule.

Implications for investors: The approved private-placement capacity and expanded equity plan provide financing and incentive flexibility but could be dilutive given the relatively small share base. Board and auditor continuity, as well as the adopted biennial say-on-pay cadence, suggest stable governance. No financial performance metrics were disclosed in this filing.