S-1 1 titanpharma_s1.htm S-1

As filed with the Securities and Exchange Commission on June 23, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

under the Securities Act of 1933

Titan Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		2836		94-3171940
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Number)		(I.R.S. Employer Identification No.)

400 Oyster Point Blvd., Suite 505

South San Francisco, California 94080

Tel: (650) 244-4990

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Kate Beebe DeVarney, Ph.D., President and Chief Operating Officer

Titan Pharmaceuticals, Inc.

400 Oyster Point Blvd., Suite 505

South San Francisco, California 94080

Tel: (650) 244-4990

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Spencer G. Feldman, Esq.

Kenneth A. Schlesinger, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas, 15th Floor

New York, New York 10019

(212) 451-2300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐	Non-Accelerated Filer	☒	Smaller Reporting Company	☒
						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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds to us, before expenses	$	$

		Page
PROSPECTUS SUMMARY		1
RISK FACTORS		7
FORWARD-LOOKING STATEMENTS		18
USE OF PROCEEDS		19
DIVIDEND POLICY		20
CAPITALIZATION		21
DILUTION		22
DESCRIPTION OF OUR CAPITAL STOCK		23
UNDERWRITING		24
LEGAL MATTERS		26
EXPERTS		26
WHERE YOU CAN FIND MORE INFORMATION		26
INCORPORATION OF INFORMATION BY REFERENCE		27
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		28

Common stock offered by us:		shares of common stock.

Offering price:		This preliminary prospectus assumes a public offering price of $ per share of common stock.

Common stock to be outstanding after this offering:		shares.

Use of proceeds:		We estimate that our net proceeds from the offering will be approximately $ after deducting underwriting discounts and commissions and estimated offering expenses of approximately $ . We intend to use the net proceeds of this offering to pursue strategic alternatives and fund potential acquisitions, and for working capital and other general corporate purposes.

Risk factors:		You should read the “Risk Factors” section of this prospectus as well as all other information included in this prospectus, including the information in the documents incorporated by reference into this prospectus, for a discussion of certain of the factors to consider carefully before deciding to purchase any securities in this offering.

Lock-up:		We and each of our officers and directors have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of our common stock or other securities convertible into or exercisable or exchangeable for shares of our common stock for a period of 90 days after this offering is completed without the prior written consent of the underwriter.

Transfer agent:		The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company.

Nasdaq Capital Market Symbol:		Our common stock trades on The Nasdaq Capital Market under the symbol “TTNP.”

Purpose	Estimated Amount	Estimated Percentage of Net Proceeds
Pursue strategic alternatives	$			%
Funding of potential acquisitions
Working capital and general corporate purposes
Total	$		100.0	%

	As of March 31, 2023
($ thousands)	Actual			As Adjusted for this Offering⁽¹⁾
	(Unaudited)			(Unaudited)
Cash and cash equivalents	$	1,136		$
Stockholders’ equity:
Common Stock, $0.001 par value: authorized 225,000,000 shares; issued and outstanding 15,016,295 shares, actual; issued and outstanding, as adjusted for this offering, shares⁽¹⁾		15
Additional paid-in capital		387,609
Accumulated deficit		(387,936	)
Total stockholders’ equity (deficit)		(312	)
Total capitalization	$	(312	)	$

Assumed public offering price per share		$
Net tangible book (deficit) value per share as of March 31, 2023	$
Increase in net tangible book value per share attributed to new investors participating in this offering
As adjusted net tangible book value per share after giving effect to this offering		$
Dilution per share to new investors in this offering		$

	Per share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to us	$	$

SEC Registration Fee	$	1,212.20
FINRA filing fee
Accounting fees and expenses		__
Printing and engraving expenses		__
Legal fees and expenses		__
Underwriter expenses		__
Miscellaneous		__
Total	$	__

No.		Description
1.1**		Underwriting Agreement
3.1.1		Amended and Restated Certificate of Incorporation of the Registrant, as amended⁽²⁾
3.1.2		Certificate of Amendment to the Restated Certificate of Incorporation dated September 24, 2015⁽⁴⁾
3.1.3		Certificate of Amendment to the Restated Certificate of Incorporation dated January 23, 2019⁽¹⁰⁾
3.1.4		Certificate of Amendment to the Restated Certificate of Incorporation dated November 30, 2020⁽²⁰⁾
3.2		By-laws of the Registrant⁽¹⁾
3.3		Amendment to the By-laws of the Registrant dated December 29, 2021⁽²³⁾
3.4		Amendment to the By-laws of the Registrant dated July 5, 2022⁽²⁵⁾
4.1		Form of Lender Warrant⁽⁶⁾
4.2		Form of Rights Agreement Warrant⁽⁷⁾
4.3		Warrant Agency Agreement between Titan Pharmaceuticals, Inc. and Continental Stock Transfer & Trust Company and Form of Offering Warrant⁽⁹⁾
4.4		Representative’s Purchase Warrant⁽⁹⁾
4.5		Form of August 2019 Private Placement Warrant⁽¹¹⁾
4.6		Class B Warrant Agency Agreement dated October 16, 2019 between Titan Pharmaceuticals, Inc. and Maxim Group LLC Form of January 2020 Private Placement Warrant⁽¹²⁾
4.7		Form of January 2020 Private Placement Warrant⁽¹³⁾
4.8		Form of March 3, 2020 Warrant Amendment Agreement⁽¹⁶⁾
4.9		Description of the Registrant’s Common Stock⁽¹⁵⁾
4.10		Warrant Agency Agreement between Titan Pharmaceuticals, Inc. and Continental Stock Transfer & Trust Company and Form of Warrant⁽¹⁸⁾
4.11		Form of January 2021 Private Placement Warrant⁽²¹⁾
4.12		Form of February 2022 Registered Pre-Funded Warrant⁽²⁴⁾
4.13		Form of February 2022 Private Pre-Funded Warrant⁽²⁴⁾
4.14		Form of February 2022 Placement Warrant⁽²⁴⁾
5.1**		Opinion of Olshan Frome Wolosky LLP, as to the legality of the shares being offered
10.1		Titan Pharmaceuticals, Inc. Third Amended and Restated 2015 Omnibus Equity Incentive Plan⁽¹⁰⁾
10.2		Employment Agreement between the Registrant and Marc Rubin⁽⁵⁾
10.3 ±		Distribution and Sublicense Agreement dated February 1, 2016 as amended by agreement dated August 2, 2018 between Titan Pharmaceuticals, Inc. and Knight Therapeutics Inc.⁽⁸⁾
10.4		Amendment to lease for Registrant’s facility dated March 21, 2016⁽⁸⁾
10.5		Employment Agreement between the Registrant and Katherine Beebe DeVarney⁽¹⁴⁾
10.6		Debt Settlement and Release Agreement by and between Titan Pharmaceuticals, Inc., Horizon Technology Finance Corporation and L. Molteni & C. Dei Frattelli Alitti Società Di Esercizio S.P.A.⁽¹⁷⁾
10.7±±		Asset Purchase Agreement dated October 27, 2020 between Titan Pharmaceuticals, Inc. and JT Pharmaceuticals, Inc.⁽¹⁹⁾
10.8		Placement Agency Agreement dated January 15, 2021, by and between Titan Pharmaceuticals, Inc. and Maxim Group LLC⁽²¹⁾
10.9		Amendment to Employment Agreement between the Registrant and Marc Rubin⁽²²⁾
10.10		Form of February 2022 Securities Purchase Agreement⁽²⁴⁾
10.11		Placement Agency Agreement dated February 2, 2022, by and between Titan Pharmaceuticals, Inc. and Maxim Group LLC⁽²⁴⁾
10.12		Form of Amendment to Employment Agreement with Marc Rubin⁽²⁶⁾
10.13		Form of Amendment to Employment Agreement with Kate DeVarney⁽²⁶⁾
10.14		Form of Stock Option Agreement⁽²⁷⁾
10.15		Fifth Amended and Restated 2015 Omnibus Equity Incentive Plan (subject to stockholder approval)⁽²⁸⁾

10.16		License Agreement between Titan Pharmaceuticals, Inc. and Ocular Therapeutix, Inc., dated as of December 6, 2022⁽²⁹⁾
10.17		Employment Agreement, dated December 14, 2022, between Titan Pharmaceuticals, Inc. and David E. Lazar⁽³⁰⁾
10.18		Form of Amendment to Employment Agreement with Kate DeVarney⁽³¹⁾
14.1		Code of Business Conduct and Ethics⁽³⁾
23.1*		Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm
23.2**		Consent of Olshan Frome Wolosky LLP, included in the opinion filed as Exhibit 5.1
24.1		Power of Attorney (set forth on the signature page of the Registration Statement)
107*		Filing Fee Table

±	Confidential treatment has been granted as to certain portions of this exhibit.
±±	Certain information has been omitted from this exhibit in reliance upon Item 601(b)(10) of Regulation S-K.
(1)	Incorporated by reference from the Registrant’s Registration Statement on Form S-3 (File No. 333-221126).
(2)	Incorporated by reference from the Registrant’s Registration Statement on Form 10 filed on January 14, 2010.
(3)	Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013.
(4)	Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on September 28, 2015.
(5)	Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on April 3, 2019.
(6)	Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on July 27, 2017.
(7)	Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on March 26, 2018.
(8)	Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2018.
(9)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated September 25, 2018.
(10)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated January 25, 2019.
(11)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated August 8, 2019.
(12)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated October 18, 2019.
(13)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated January 7, 2020.
(14)	Incorporated by reference from the Registrant’s Annual Report on Form 10-K dated April 1, 2019.
(15)	Incorporated by reference from the Registrant’s Annual Report on Form 10-K dated March 30, 2020.
(16)	Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2020.
(17)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated October 26, 2020.
(18)	Incorporated by reference from the Registrant’s Registration Statement on Form S-1/A dated October 27, 2020.
(19)	Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2020.
(20)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated December 1, 2020.
(21)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated January 19, 2021.
(22)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated October 28, 2021.
(23)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated December 29, 2021.
(24)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated February 3, 2022.
(25)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated July 5, 2022.
(26)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated August 5, 2022.
(27)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated September 21, 2022.
(28)	Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2022.
(29)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated December 12, 2022.
(30)	Incorporated by reference from the Registrant’s Current Report on Form 8-K dated December 15, 2022.
(31)	Incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2023.

TITAN PHARMACEUTICALS, INC.

By:	/s/ David E. Lazar
	Name:	David E. Lazar
	Title:	Chief Executive Officer

Name	Position	Date

/s/ David E. Lazar
David E. Lazar	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer and Principal Financial Officer)	June 23, 2023

/s/ Katherine Beebe DeVarney, Ph.D.
Katherine Beebe DeVarney, Ph.D.	President, Chief Operating Officer and Director	June 23, 2023

/s/ Joseph A. Akers
Joseph A. Akers	Director	June 23, 2023

/s/ Avraham Ben-Tzvi, Adv.
Avraham Ben-Tzvi, Adv.	Director	June 23, 2023

/s/ Peter L. Chasey, Esq.
Peter L. Chasey, Esq.	Director	June 23, 2023


Eric Greenberg	Director	June 23, 2023

/s/ M. David MacFarlane, Ph.D.
M. David MacFarlane, Ph.D.	Director	June 23, 2023

/s/ Matthew C. McMurdo, Esq.
Matthew C. McMurdo, Esq.	Director	June 23, 2023

/s/ James R. McNab, Jr.
James R. McNab, Jr.	Director	June 23, 2023

/s/ David Natan
David Natan	Director	June 23, 2023

/s/ Brian Crowley
Brian Crowley	Vice President, Finance (Principal Accounting Officer)	June 23, 2023

SEC Form S-1 filed by Titan Pharmaceuticals Inc.