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    Titan Pharmaceuticals Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    4/22/25 4:45:43 PM ET
    $TTNP
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $TTNP alert in real time by email
    false 0000910267 0000910267 2025-04-22 2025-04-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): April 22, 2025

     

    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)
      (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:

     

      ☐ 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 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 8.01. Other Events.

     

    As previously disclosed in the Current Report on Form 8-K filed on April 1, 2025, Titan Pharmaceuticals, Inc. (the “Company”) was notified by the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) on March 26, 2025 that the Company no longer satisfied the minimum $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b) (the “Equity Rule”).

     

    As previously disclosed in the Current Report on Form 8-K filed by the Company on April 1, 2025, the Company entered into a Securities Purchase Agreement with Blue Harbour Asset Management L.L.C-FZ (the “Investor”) on March 29, 2025, pursuant to which the Company agreed to issue 100,000 shares of Series B Convertible Preferred Stock, par value $0.001 per share to the Investor at a price of $10.00 per share, for an aggregate purchase price of $1,000,000 (the “Private Placement”). On April 11, 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.

     

    As a result of the Private Placement, and as of the date of this filing, the Company believes it has stockholders’ equity of at least $2.5 million. The Company awaits Nasdaq’s formal confirmation that it has evidenced compliance with the Equity Rule. Furthermore, if deemed compliant, Nasdaq will continue to monitor the Company to ensure its ongoing compliance with the Equity Rule and, if at the time of filing of the Company’s next periodic financial statements that covers the period following the closing of the Private Placement, the Company does not evidence compliance with the Equity Rule, the Company may be subject to delisting from Nasdaq.

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit
    Number
      Description
    99.1   Press Release, dated April 11, 2025.
    104   Cover Page Interactive Data File (embedded with the Inline XBRL document).

     

    1

     

     

    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.

     

      Titan Pharmaceuticals, Inc.
         
    Dated: April 22, 2025 By: /s/ Chay Weei Jye
        Name:  Chay Weei Jye
        Title: Chief Executive Officer

     

    2

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