[8-K] TITAN PHARMACEUTICAL INC Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• $600,000 in new equity bolsters liquidity without incurring interest expense or senior debt obligations.

Negative

• Potential issuance of ~176,471 common shares could dilute existing shareholders by up to 19.99 %.

Insights

Financial Analyst

TL;DR: $600k cash injection via Series C preferred; modest dilution, neutral near-term impact.

The deal adds a limited $600,000 of non-interest-bearing capital, improving liquidity without increasing debt. However, the potential issuance of ~176k new shares represents single-digit dilution, capped below Nasdaq’s 19.99 % threshold. With no dividend premium and conversion above par, the structure is relatively shareholder-friendly, but the small size means it is unlikely to materially change Titan’s funding runway or valuation. Overall, the transaction balances minor dilution against incremental cash, leaving the investment thesis largely unchanged.

Corporate Governance Expert

TL;DR: Protective covenants safeguard preferred holders; governance impact limited to consent rights.

The Certificate of Designations embeds standard investor protections—consent rights on charter changes, additional Series C issuance, and fundamental transactions—yet keeps voting power aligned with ownership caps. Because dividend rights mirror common stock and liquidation treatment is pari passu, the preferred does not create a senior class with superior economics, reducing conflict risk. From a governance standpoint, the agreement introduces minimal complexity while ensuring regulatory compliance with Nasdaq ownership limits.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 24, 2025

Titan Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)

Delaware		001-13341		94-3171940
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

10 East 53rd St., Suite 3001, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

(786) 769-7512
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title for each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		TTNP		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Private Placement and Purchase Agreement

On June 24, 2025, Titan Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Blue Harbour Asset Management L.L.C-FZ (the “Investor”), pursuant to which the Company has agreed to issue 60,000 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) to the Investor at a price of $10.00 per share, for an aggregate purchase price of $600,000 (the “Private Placement”). The terms, rights, obligations and preferences of the Series C Preferred Stock are set forth in a Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of the Company (the “Certificate of Designations”), filed with the Secretary of State of the State of Delaware on June 24, 2025. Copies of the form of Purchase Agreement and the Certificate of Designations are attached hereto as Exhibits 10.1 and 4.1, respectively, and are incorporated herein by reference. On June 27, 2025, the Company issued a press release announcing that it completed the Private Placement. A copy of the press release is furnished herewith as Exhibit 99.1.

Under the Certificate of Designations, each share of Series C Preferred Stock will be convertible, at the holder’s option at any time, into shares of the Company’s common stock at a conversion rate equal to the quotient of (i) the stated value of such share divided by (ii) the initial conversion price of $3.40, subject to specified adjustments as set forth in the Certificate of Designations. Based on the initial conversion rate, approximately 176,471 shares of the Company’s common stock would be issuable upon conversion of all the shares of Series C Preferred Stock, when issued, assuming the absence of in-kind dividends. The Series C Preferred Stock will contain limitations that prevent the Investor from acquiring the lower of either (i) the maximum percentage of common stock permissible under the rules and regulations of The Nasdaq Stock Market (“Nasdaq”) without first obtaining shareholder approval or (ii) 19.99% of the Company’s outstanding common stock.

The holder of the Series C Preferred Stock is entitled to receive dividends on shares of the Series C Preferred Stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends actually paid on shares of the common stock. No other dividends will be paid on shares of the Series C Preferred Stock. Any shares of Series C Preferred Stock may, at the option of the holder, be converted at any time into that number of shares of common stock at the conversion price set forth above. Without approval of holders of a majority of the outstanding Series C Preferred Stock, the Company may not (a) alter or adversely change the powers, preferences or rights given to the Series C Preferred Stock, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series C Preferred Stock, (c) increase the number of authorized shares of the Series C Preferred Stock, (d) enter into or consummate any Fundamental Transaction (as defined in the Certificate of Designations), or (e) enter into any agreement with respect to any of the foregoing. In the event of any liquidation, dissolution or winding up of the Company, the holder of the Series C Preferred Stock will be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of common stock would receive if the Series C Preferred Stock were fully converted to common stock, which amounts shall be paid pari passu with all holders of common stock. The foregoing description provides a summary of certain material terms of the Series C Preferred Stock issued pursuant to the Purchase Agreement, as set forth in Certificate of Designations, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The shares sold in the Private Placement do not involve a public offering and have not been registered under the Securities Act of 1933, as amended, in reliance on Regulation S thereunder.

Registration Rights Agreement

In connection with the Private Placement, the Company entered into a registration rights agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain registration rights upon the occurrence of certain events set forth in the Registration Rights Agreement. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock.
10.1		Form of Securities Purchase Agreement, dated as of June 24, 2025, by and among the Company and Blue Harbour Asset Management L.L.C-FZ.*
10.2		Form of Registration Rights Agreement, dated as of June 24, 2025, by and among the Company and Blue Harbour Asset Management L.L.C-FZ.
99.1		Press Release, dated June 27, 2025.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Titan Pharmaceuticals, Inc.
Dated: June 27, 2025	By:	/s/ Chay Weei Jye
		Name:	Chay Weei Jye
		Title:	Chief Executive Officer

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FAQ

How much capital did Titan Pharmaceuticals (TTNP) raise in the June 2025 private placement?

$600,000 was raised through the sale of 60,000 Series C Convertible Preferred shares at $10 each.

What security did Titan Pharmaceuticals issue to Blue Harbour Asset Management?

The company issued Series C Convertible Preferred Stock totaling 60,000 shares.

At what price can the Series C Preferred be converted to TTNP common stock?

The initial conversion price is $3.40 per common share, subject to standard anti-dilution adjustments.

How many common shares are issuable upon full conversion of the Series C Preferred?

Approximately 176,471 TTNP common shares would be issued if all preferred shares are converted.

Does the Series C Preferred carry additional dividend rights?

No. Holders receive only the same dividends paid to common shareholders on an as-converted basis.

What ownership limitation is included to comply with Nasdaq rules?

The investor cannot exceed the lower of Nasdaq’s shareholder-approval threshold or 19.99 % of outstanding TTNP common stock.