Current Report Filing (8-k)
September 30 2016 - 6:09AM
Edgar (US Regulatory)
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):
September 29, 2016
Titan Pharmaceuticals, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation)
001-13341
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94-3171940
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 29, 2016, Titan Pharmaceuticals,
Inc. (the “Company”) entered into employment agreements with Sunil Bhonsle and Marc Rubin. The agreement with Mr. Bhonsle
provides for him to serve as President and Chief Executive Officer at a base annual salary of $395,000. The agreement with Dr.
Rubin provides for him to serve as Executive Chairman at a base annual salary of $295,000. The agreements with each of Mr. Bhonsle
and Dr. Rubin (collectively, the “Employment Agreements”) contain the following terms:
Bonuses
. The executive may, at the
sole discretion of the board of directors or the compensation committee, be considered for an annual bonus of up to 50% of his
then base salary, payable in cash or awards under the Company’s equity incentive plan.
Term; Termination
. The Employment
Agreements have a two-year term but may be terminated by the Company for any reason at any time. In the event of termination by
the Company without cause or by the executive for good reason not in connection with a change of control, as those terms are defined
in such agreements, the executive is entitled to (i) severance for the greater of 12 months or the balance of the term, (ii) a pro
rata portion of any annual bonus, (iii) 12 months of COBRA payments, and (iv) the immediate accelerated vesting of any unvested
restricted shares and stock options. In the event such a termination is within 30 days prior to or six months following a change
of control, the executive is entitled to an additional six months of COBRA payments.
Restrictive Covenants
. The Employment
Agreements contain one-year post-termination noncompetition and non-solicitation provisions.
Clawback.
The Employment Agreements
contain a two-year post-termination clawback of benefits provision in the event of a restatement of financial results upon which
such benefits were based.
The foregoing description of the Employment
Agreements is not complete and is qualified in its entirety by reference to the full text of such agreements, copies of which are
filed as Exhibits 10.34 and 10.35, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
Exhibit
Number
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Description
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10.34
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Employment Agreement between the Company and Sunil Bhonsle dated September 29, 2016
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10.35
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Employment Agreement between the Company and Marc Rubin dated September 29, 2016
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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.
Dated: September 30, 2016
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TITAN PHARMACEUTICALS, INC.
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By:
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/s/ Sunil Bhonsle
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Name:
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Sunil Bhonsle
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Title:
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President and Chief Executive Officer
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