Titan Pharmaceuticals (Nasdaq: TTNP) closes Black Titan merger deal

Rhea-AI Filing Summary

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.

Insights

M&A and capital markets analyst

Titan completes reverse-style business combination, moving public listing to Black Titan and installing new leadership.

The transaction makes Black Titan Corporation the public holding company, with Titan Pharmaceuticals continuing as a wholly owned subsidiary. All Titan capital stock was converted into Black Titan ordinary shares, so former TTNP stockholders now hold equity in the new parent rather than in Titan directly. The filing also notes a separate share exchange in which TalenTec shareholders received Black Titan ordinary shares, indicating a broader combination structure.

Trading of TTNP common stock on Nasdaq is expected to cease, with Black Titan ordinary shares beginning to trade on Nasdaq on October 2, 2025. This effectively shifts the listed security investors follow from TTNP to Black Titan. Governance changes are significant: all Titan directors and officers offered resignations at Black Titan’s request, and Chay Weei Jye became sole director, acting secretary, and chief executive officer, consolidating corporate control at the subsidiary level under the new parent structure.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report: October 1, 2025

(Date of earliest event reported)

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)		(IRS Employer Identification No.)

10 East 53^rd St., Suite 3001, New York, NY 10022

(Address of principal executive offices, including zip code)

(786) 769-7512

(Registrant’s telephone number, including area code)

Not Applicable

(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 Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 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 2.01. Completion of an Acquisition or Disposition of Assets.

On October 1, 2025, Titan Pharmaceuticals,, Inc. (“TTNP” “Surviving Corporation” or “Parent”), completed its previously announced business combination pursuant to the Merger and Contribution and Share Exchange Agreement (the “Merger Agreement”) dated as of August 19, 2024 by and among (i) TTNP, (ii) Black Titan Corporation, a Cayman Islands exempted company limited by shares (“Black Titan” or “PubCo”), (iii) TTNP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Black Titan (“Merger Sub”), and (iv) TalenTec Sdn. Bhd., f/k/e KE Sdn. Bhd., a Malaysian private limited company (“TalenTec”). Upon the terms and subject to the conditions of the Merger Agreement, on October 1, 2025, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into Parent (the “Merger”), with Parent continuing as the surviving corporation under the same name as a direct wholly owned subsidiary of Black Titan. Capitalized terms used herein but not defined have the meanings set forth in the Merger Agreement.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Parent Capital Stock issued and outstanding immediately prior to the Effective Time was automatically converted into Ordinary Shares of Black Titan, par value $0.001 (a “PubCo Ordinary Share”). Additionally, pursuant to a Share Exchange Agreement, dated July 25, 2025, by and among PubCo, TalenTec and the TalenTec Shareholders (as defined therein), each TalenTec Shareholder contributed and exchanged all of its TalenTec shares for PubCo Ordinary Shares. As a result of the Merger, it is anticipated that shares of TTNP common stock will cease trading on the Nasdaq Capital Market (“Nasdaq”) and PubCo Ordinary Shares will begin trading on Nasdaq commencing with the opening of trading on Thursday, October 2, 2025.

The foregoing description of the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

Item 3.03.  Material Modification to Rights of Security Holders.

At the Effective Time, stockholders of TTNP immediately prior to the completion of the Merger ceased to have any rights as stockholders of TTNP other than the right to receive the Stockholder Consideration in accordance with the Merger Agreement.

The information set forth in Item 2.01 of this Report is incorporated herein by reference.

Item 5.01.  Changes in Control of Registrant.

The information set forth in Item 2.01 of this Report is incorporated herein by reference.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2025, effective upon the Effective Time, (i) TTNP’s directors and officers offered their resignations for serving in such capacities, at the request of Black Titan and not because of any disagreement with TTNP regarding any matter related to TTNP’s operations, policies or practices, and (ii) Chay Weei Jye was appointed as the sole director and acting secretary of TTNP.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1		Merger and Contribution and Share Exchange Agreement, dated as of August 19, 2024, by and among Titan Pharmaceuticals, Inc., TTNP Merger Sub, Inc., KE Sdn. Bhd., and BSKE Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on August 19, 2024).
104		Cover Page Interactive Data (embedded within the Inline XBRL document).

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SIGNATURES

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.
	By:	/s/ Chay Weei Jye
		Chay Weei Jye Chief Executive Officer

Date: October 1, 2025

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FAQ

What major transaction did Titan Pharmaceuticals (TTNP) complete on October 1, 2025?

Titan Pharmaceuticals completed its previously announced business combination under a Merger and Contribution and Share Exchange Agreement, in which TTNP merged with TTNP Merger Sub, Inc., making Titan a direct wholly owned subsidiary of Black Titan Corporation.

What happens to Titan Pharmaceuticals (TTNP) shares after the merger with Black Titan?

At the effective time, each share of Titan Pharmaceuticals capital stock outstanding was automatically converted into Black Titan ordinary shares. Former TTNP stockholders ceased to have rights as TTNP stockholders other than receiving this stockholder consideration.

How will the Nasdaq listing change following Titan Pharmaceuticals’ merger?

The filing states it is anticipated that TTNP common stock will cease trading on the Nasdaq Capital Market and that Black Titan ordinary shares will begin trading on Nasdaq starting with the opening of trading on October 2, 2025.

What role does TalenTec play in the Titan Pharmaceuticals and Black Titan transaction?

Under a Share Exchange Agreement dated July 25, 2025, each TalenTec shareholder contributed and exchanged all of its TalenTec shares for Black Titan ordinary shares, integrating TalenTec into the same Black Titan structure that now owns Titan.

What leadership changes occurred at Titan Pharmaceuticals as a result of the merger?

Effective at the merger time, Titan’s directors and officers offered their resignations at the request of Black Titan, with the filing stating there was no disagreement regarding Titan’s operations, policies, or practices. Chay Weei Jye was appointed sole director and acting secretary of Titan and signed the report as chief executive officer.

Where can investors find the full terms of Titan Pharmaceuticals’ merger with Black Titan?

The full terms are contained in the Merger and Contribution and Share Exchange Agreement dated August 19, 2024, which is filed as Exhibit 2.1 and incorporated by reference in the report.