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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 |
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001-13341 |
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94-3171940 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
| 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.
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.
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Titan Pharmaceuticals, Inc. |
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| Dated: June 27, 2025 |
By: |
/s/ Chay Weei Jye |
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Name: |
Chay Weei Jye |
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|
Title: |
Chief Executive Officer |
