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 1934
Date of Report (date of earliest event reported):
September 25, 2015
Titan Pharmaceuticals, Inc.
(Exact name of registrant as specified in
charter)
Delaware
(State or other jurisdiction of incorporation)
0-27436 |
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 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)) |
Item 3.03. Material Modifications to Rights of Security
Holders.
The information set forth in Item 5.03 is
incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On September 25, 2015, Titan Pharmaceuticals,
Inc. (the “Company” or “Titan”) filed a Certificate of Amendment to its Restated Certificate of Incorporation
(the “Certificate of Amendment”) with the Secretary of State of Delaware for the purpose of effecting a reverse stock
split (the “Reverse Split”) of the outstanding shares of the Company’s common stock at a ratio of one (1) share
for every five and one-half (5.5) shares outstanding, so that every five and one-half (5.5) outstanding shares of common stock
before the Reverse Split represents one (1) share of common stock after the Reverse Split. The Reverse Split, which was approved
by our stockholders at the annual meeting held on August 24, 2015, will be effective on September 29, 2015.
Immediately prior to the Reverse Split,
there were 110,327,707 shares of common stock outstanding. After the Reverse Split, there will be approximately 20,060,000 shares
outstanding. Each stockholder’s percentage ownership interest in the Company and proportional voting power will remain unchanged
after the Reverse Split except for minor changes and adjustments resulting from rounding of fractional interests. The rights and
privileges of the holders of common stock are substantially unaffected by the Reverse Split.
The Reverse Split was effected for the following
purposes:
| · | to enable the Company to meet the initial listing criteria for NASDAQ’s Capital Market; |
| · | to help make the Company more attractive to a broader range of investors, including professional investors, institutional investors
and the general investing public; |
| · | to provide the Company with a sufficient number of authorized shares to enable the potential future exercise of the
warrants issued in Titan’s October 2014 public offering in accordance with their terms; and |
| · | to provide the Company with available shares for future financings, equity compensation and other business transactions. |
In connection with its application to list on the NASDAQ Capital
Market, Titan must meet a minimal stockholders’ equity requirement. The following table sets forth the Company’s unaudited
condensed balance sheets at June 30, 2015:
| · | on a pro forma basis assuming the Reverse Split had been effective as of that date. |
| |
June 30, 2015 (in thousands)(unaudited) | |
| |
Actual | | |
Pro Forma | |
Assets | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash | |
$ | 11,499 | | |
$ | 11,499 | |
Receivables | |
| 4,476 | | |
| 4,476 | |
Prepaid expenses and other current assets | |
| 238 | | |
| 238 | |
Total current assets | |
| 16,213 | | |
| 16,213 | |
Property and equipment, net | |
| 1,100 | | |
| 1,100 | |
Total assets | |
$ | 17,313 | | |
$ | 17,313 | |
| |
| | | |
| | |
Liabilities and Stockholders’ Equity | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 4,786 | | |
$ | 4,786 | |
Accrued clinical trials expenses | |
| 121 | | |
| 121 | |
Other accrued liabilities | |
| 378 | | |
| 378 | |
Total current liabilities | |
| 5,285 | | |
| 5,285 | |
Warrant liabilities | |
| 10,042 | | |
| 1,670 | (1) |
Total liabilities | |
| 15,327 | | |
| 6,955 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
Stockholders’ equity: | |
| | | |
| | |
Common stock, at amounts paid-in | |
| 289,182 | | |
| 294,026 | |
Additional paid-in capital | |
| 22,802 | | |
| 26,330 | |
Accumulated deficit | |
| (309,998 | ) | |
| (309,998 | ) |
Total stockholders’ equity | |
| 1,986 | | |
| 10,358 | (1) |
Total liabilities and stockholders’ equity | |
$ | 17,313 | | |
$ | 17,313 | |
(1) Reflects the reclassification into equity of $8,372,000
of warrant liabilities related to the Class A warrants issued in the October 2014 public offering that become exercisable on October
9, 2015. Such liabilities at June 30, 2015 arose from the unavailability of authorized shares of common stock necessary to enable
the exercise of such warrants. Upon the effectiveness of the Reverse Split, sufficient underlying shares became available and the
associated liabilities were reclassified into stockholders’ equity. The consolidated balance sheet at September 30, 2015,
will reflect the revaluation of the Class A warrants as of the Reverse Split date.
Copies of the Certificate of Amendment and
the press release are attached to this Current Report on Form 8-K as Exhibits 3.1.and 99.1, respectively.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
Description |
3.1 |
Certificate of Amendment to the Restated Certificate of Incorporation |
99.1 |
Press release dated September 28, 2015 |
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 hereunto duly authorized.
|
TITAN PHARMACEUTICALS, INC. |
|
|
|
By: |
/s/ Sunil Bhonsle |
|
Name: Sunil Bhonsle |
|
Title: President |
Dated: September 28, 2015
Exhibit Index
Exhibit No. |
Description |
3.1 |
Certificate of Amendment to the Restated Certificate of Incorporation |
99.1 |
Press release dated September 28, 2015 |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
THE RESTATED CERTIFICATE OF INCORPORATION
OF
TITAN PHARMACEUTICALS, INC.
It is hereby certified
as follows:
1. The
name of the corporation is Titan Pharmaceuticals, Inc. (the “Corporation”).
2. The
Corporation hereby amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation filed with
the Secretary of State on January 23, 1996, as amended (the “Certificate of Incorporation”)
by deleting the first paragraph of Article FOURTH in its entirety and replacing it with the following new paragraph:
FOURTH:
The total number of shares of all classes of stock which the Corporation shall be authorized to issue is One-Hundred Thirty
Million (130,000,000), of which One Hundred Twenty-Five Million (125,000,000) shall be designated Common Stock with a par value
of $.001 per share, and Five Million (5,000,000) shall be designated Preferred Stock with a par value of $.001 per share.
Upon the
effectiveness of this Certificate of Amendment to the Certificate of Incorporation of the Corporation on September 29, 2015 (the
“Effective Time”), each 5.5 shares of Common Stock either issued and outstanding or held by the Corporation in treasury
stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders
thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares
shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional
shares of Common Stock shall be entitled to receive an additional whole share of Common Stock. Each certificate that immediately
prior to the Effective Time represented shares of Common Stock (each an “Old Certificate”) shall thereafter represent
that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been
combined, subject to the elimination of fractional share interests as described above.
3. This
amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN
WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of this Corporation on this
24th day of September, 2015.
|
Titan Pharmaceuticals, Inc. |
|
|
|
By: |
/s/ Sunil Bhonsle
|
|
|
Sunil Bhonsle |
|
|
President |
Exhibit 99.1
|
Titan Pharmaceuticals, Inc.
|
TITAN PHARMACEUTICALS ANNOUNCES REVERSE
STOCK SPLIT
Uplisting to NASDAQ in Process
SOUTH
SAN FRANCISCO, CA – Sept. 28, 2015 – Titan Pharmaceuticals, Inc. (OTCQB: TTNP), a specialty pharmaceutical
company developing proprietary therapeutics for the treatment of select chronic diseases utilizing its ProNeura™ long-term,
continuous drug delivery technology, announced today that it has filed an amendment to its certificate of incorporation that will
effect a 1-for-5.5 reverse stock split of the company's authorized, issued and outstanding shares of common stock, warrants and
options as of September 29, 2015. The reverse stock split is expected to become effective with the Financial Industry Regulation
Authority (FINRA) and in the marketplace at the open of business on September 29th, whereupon the shares of common stock will
begin trading on a split-adjusted basis.
The reverse stock split, which was approved by the company’s
stockholders at the August 2015 annual meeting, is being undertaken to enable Titan to meet the initial requirements for trading
on the NASDAQ Capital Market; satisfy its obligation to have sufficient shares available for potential future exercise of the warrants
issued in the 2014 public offering,; and provide the company with available shares for future financings, equity compensation and
other business transactions. The Company’s application for listing on NASDAQ has been submitted and is in the final stages
of the review process.
At the effective time of the stock split, every 5.5 shares of
Titan's outstanding common stock will be converted to 1 share of issued and outstanding common stock. The reverse stock split will
not affect any stockholder's ownership percentage of Titan’s common stock, except to the extent that the reverse stock split
would result in any stockholder owning a fractional share. Fractional shares of common stock will be rounded up to the nearest
whole share. Immediately after the reverse stock split becomes effective, Titan will have approximately 20,060,000 shares of common
stock outstanding.
Once the reverse stock split is effected in the marketplace,
Titan's common stock will temporarily trade under the ticker symbol "TTNPD" under the new CUSIP number 888314 309.
INFORMATION FOR STOCKHOLDERS
Stockholders of record are not required to send in their current
stock certificates or evidence of book-entry or other electronic positions for exchange. Following the effectiveness of the reverse
stock split, each stock certificate and book-entry or other electronic position representing issued and outstanding shares of the
company's common stock will be automatically adjusted. Those stockholders holding common stock in "street name" will
receive instructions from their brokers if they need to take any action in connection with the reverse stock split.
Stockholders holding physical share certificates can hold on
to their current certificates until they choose to deposit the shares with a broker, at which point the post-split valuation will
automatically be adjusted. Investors may choose to exchange their certificates for new stock certificates stating the post-split
number of shares. Procedures for the exchange of stock certificates will be mailed to stockholders by the Company’s transfer
agent at the last known address. If needed, stockholders may contact the transfer agent, Continental Stock Transfer & Trust
Company, at (212) 509-4000.
All of the company's outstanding options and warrants will also
be adjusted to reflect the reverse split by dividing the number of shares of common stock into which the options and warrants are
exercisable by 5.5 and multiplying the exercise price thereof by 5.5, all in accordance with the terms of the plans, agreements
or arrangements governing such securities.
About Titan Pharmaceuticals
Titan Pharmaceuticals Inc. (OTCQB: TTNP), 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 three months or longer. Titan has
granted U.S. and Canadian 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 therapeutic agent
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:
Titan Pharmaceuticals, Inc.:
Sunil Bhonsle, President
(650) 244-4990
Investors:
Stephen Kilmer
(647) 872-4849
skilmer@titanpharm.com
Media:
Susan Thomas
(619) 540-9195
sthomas@titanpharm.com
Titan Pharmaceuticals (NASDAQ:TTNP)
Historical Stock Chart
From Mar 2024 to Apr 2024
Titan Pharmaceuticals (NASDAQ:TTNP)
Historical Stock Chart
From Apr 2023 to Apr 2024