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):
October 3, 2014
Titan Pharmaceuticals, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation)
0-27436 |
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94-3171940 |
(Commission File Number) |
|
(IRS Employer Identification No.) |
400 Oyster Point Blvd., Suite 505, South
San Francisco, CA 94080
(Address of principal executive offices
and zip code)
650-244-4990
(Registrant's telephone number including
area code)
(Registrant's 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 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(b) under the
Exchange Act (17 CFR 240.14a-12(b))
¨ 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))
Item 8.01. Other Events.
On October 3, 2014, Titan Pharmaceuticals, Inc. (the “Company”)
issued a press release announcing the pricing of its public offering of 21,000,000 units at $0.50 per unit.
A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference
As a result of anti-dilution
provisions contained in the Company’s outstanding Series A warrants to purchase 5,408,638 shares of common stock
issued in the April 2012 private placement, the exercise price of such warrants will be reduced from $1.15 to $0.89
per share.
Item 9.01. Financial
Statement and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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99.1 |
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Press Release dated October 3, 2014 |
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 thereunto duly authorized.
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TITAN PHARMACEUTICALS, INC. |
|
|
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By: |
/s/ Sunil Bhonsle |
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Name: |
Sunil Bhonsle |
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Title: |
President |
Dated: October 3, 2014
Exhibit 99.1
TITAN PHARMACEUTICALS ANNOUNCES PRICING
OF PUBLIC OFFERING
South San Francisco, CA – October
3, 2014 – Titan Pharmaceuticals, Inc. (TTNP.OB), a specialty pharmaceutical company developing proprietary therapeutics
for the treatment of select chronic diseases utilizing its ProNeura™ long-term delivery technology, today announced the pricing
of an underwritten public offering of 21,000,000 units at an offering price of $0.50 per unit, with each unit consisting of one
share of common stock and 0.75 of a warrant, each full warrant to purchase one share of common stock at an exercise price of $0.60
per share. Titan expects to receive gross proceeds of $10.5 million from this offering, before deducting underwriting discounts,
commissions and other related expenses.
Proceeds from this offering will be used
to support ongoing Probuphine® development and ex-U.S. partnering efforts, for pre-clinical development of other ProNeura technology-based
products, including for the treatment of Parkinson’s disease, and for working capital and other general corporate purposes.
The warrants will be exercisable beginning
on the later of (i) one year and one day from the date of issuance and (ii) the date Titan’s stockholders approve either
an increase in the number of its authorized shares of common stock or a reverse stock split, in either case in an amount sufficient
to permit the exercise in full of the warrants issued in this offering, and will expire on the fifth anniversary of the date they
first become exercisable. The offering is expected to close on October 8, 2014, subject to customary closing conditions.
Roth Capital Partners is acting as the
sole book-running manager in this offering.
A registration statement on Form S-1 relating
to this offering has been filed with the Securities and Exchange Commission and is effective. A preliminary prospectus relating
to the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus
relating to the offering, when available, may be obtained from Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach,
CA 92660, (800) 678-9147, or from the above-mentioned SEC website.
This press release shall not constitute
an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in
any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to their registration or qualification
under the securities laws of any such state or jurisdiction.
About Titan Pharmaceuticals
Titan Pharmaceuticals Inc. (TTNP.OB), based
in South San Francisco, CA, is a specialty pharmaceutical company developing proprietary therapeutics primarily for the treatment
of serious medical disorders. The company’s lead product candidate is Probuphine®, a novel and long-acting formulation
of buprenorphine for the long-term maintenance treatment of opioid dependence. Probuphine employs Titan’s proprietary drug
delivery system ProNeura™, which is capable of delivering sustained, consistent levels of medication for six months or longer.
Titan has granted North American commercial rights for Probuphine to Braeburn Pharmaceuticals. If approved, Probuphine would be
the first and only commercialized treatment of opioid dependence to provide continuous, around-the-clock blood levels of buprenorphine
for six months following a single procedure. The ProNeura technology has the potential to be used in developing products for treating
other chronic conditions, such as Parkinson’s disease, where maintaining consistent blood levels of a dopamine agonist may
benefit the patient and improve medical outcomes. For more information about Titan, please visit www.titanpharm.com.
This press release may contain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Such statements include, but are not limited to, any statements relating to our product development programs and any other
statements that are not historical facts. Such statements involve risks and uncertainties that could negatively affect our business,
operating results, financial condition and stock price. Factors that could cause actual results to differ materially from management's
current expectations include those risks and uncertainties relating to the regulatory approval process, the development, testing,
production and marketing of our drug candidates, patent and intellectual property matters and strategic agreements and relationships.
We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such
statement is based, except as required by law.
CONTACT:
Investors:
Titan Pharmaceuticals, Inc.
Sunil Bhonsle, President
(650) 244-4990 |
Media:
Susan Thomas
(619) 540-9195
stcommunications@aol.com |
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