Every 8-K that TITAN PHARMACEUTICAL INC (TTNP) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TTNP and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TTNP filings page.
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 held a special stockholder meeting to vote on its proposed business combination with Black Titan Corporation and TalenTec Sdn. Bhd., as outlined in a previously filed joint proxy statement/prospectus. Stockholders representing 734,135 shares of common stock, about 55.19% of the 1,330,234 shares outstanding and entitled to vote, participated in person or by proxy.
All three proposals related to the merger were approved. The main business combination proposal received 730,383 votes for, 1,860 against and 1,902 abstentions. The Nasdaq proposal to approve issuance of Black Titan ordinary shares in connection with the merger, and the adjournment proposal, were also approved by similar margins. Completion of the merger still depends on remaining closing conditions, including approval of the listing of Black Titan ordinary shares on The Nasdaq Stock Market.
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.