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[Form 4] TITAN PHARMACEUTICALS INC Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

Positive

  • Transactions were executed under a disclosed Merger Agreement, providing a clear legal basis for the dispositions
  • Reporting was timely and included signature, satisfying Section 16 filing formalities

Negative

  • Reporting person shows 0 beneficial shares and options remaining, indicating no retained direct holdings in Titan following the exchange
  • Filing does not disclose receipt details of Black Titan securities, leaving post-merger ownership unclear

Insights

Director disposed of all reported Titan holdings after a merger exchange.

The reporting person, a director, shows disposition of 3,313 common shares and surrender/exchange of 6,250 options on 10/01/2025, leaving 0 reported beneficial holdings in the issuer. The filing explicitly ties these transactions to the Merger and Contribution and Share Exchange Agreement dated 8/19/2024, under which Titan shares and options were exchanged for Black Titan securities.

The primary dependency is the merger exchange mechanics: common stock and options were treated as exchanged rather than market sales, which explains the option conversions and the reported zero holdings post-transaction. Monitor any subsequent Form 4 filings that disclose receipt of Black Titan securities or new holdings, as those would clarify ongoing beneficial ownership and potential lock-up periods.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ben-Tzvi Avraham

(Last) (First) (Middle)
44 ZAYT SHEMEN ST.
FLAT 4

(Street)
EFRAT L3 9045544

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TITAN PHARMACEUTICALS INC [ TTNP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/01/2025 D 3,313 D (1) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Stock (2) 10/01/2025 D 1,250 (2) (2) Common Stock 1,250 (2) 0 D
Option to Purchase Common Stock (2) 10/01/2025 D 5,000 (3) (3) Common Stock 5,000 (3) 0 D
Explanation of Responses:
1. Disposed of pursuant to the Merger and Contribution and Share Exchange Agreement, dated as of August 19, 2024 (the "Merger Agreement"), by and among Titan Pharmaceuticals, Inc. ("Titan"), Black Titan Corporation ("Black Titan"), TTNP Merger Sub, Inc., a direct wholly owned subsidiary of Black Titan ("Merger Sub") and TalenTec Sdn. Bhd, in exchange for 1 ordinary share of Black Titan common stock for each share of Titan common stock on the effective date of the merger (the "Merger").
2. Options issued pursuant to Titan's 2015 Omnibus Equity Incentive Plan with an exercise price equal to the closing price of Titan's common stock on August 15, 2022. These options were assumed by Black Titan in the Merger and exchanged for 1 Black Titan option for each Titan option.
3. Options issued pursuant to Titan's 2015 Omnibus Equity Incentive Plan with an exercise price equal to the closing price of Titan's common stock on September 15, 2022. These options were assumed by Black Titan in the Merger and exchanged for 1 Black Titan option for each Titan option.
/s/ Avraham Ben-Tzvi 10/08/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Titan Pharmaceuticals director Avraham Ben-Tzvi report on Form 4 (TTNP)?

The director reported dispositions of 3,313 common shares and surrender/exchange of 6,250 options on 10/01/2025, leaving 0 reported Titan holdings.

Why were the shares and options disposed according to the Form 4?

The filing states the dispositions occurred pursuant to the Merger and Contribution and Share Exchange Agreement dated 8/19/2024, exchanging Titan securities for Black Titan securities.

Did the Form 4 report any cash proceeds or sale prices for the transactions?

No sale price or cash proceeds are reported; the common shares were disposed pursuant to the merger exchange and options were assumed/exchanged by Black Titan.

Are there any remaining Titan options or shares reported by this insider after the transaction?

No; the Form 4 reports 0 shares and 0 options beneficially owned following the reported transactions.

When was the Form 4 signed and filed by the reporting person?

The signature on the form is dated 10/08/2025.
Titan Pharmaceut

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Biotechnology
Biological Products, (no Disgnostic Substances)
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United States
SAN FRANCISCO