Current Report Filing (8-k)
December 31 2020 - 6:01AM
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):
December 30, 2020
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)
|
(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)
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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TTNP
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Nasdaq Capital Market
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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)
x 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))
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 5.07. Submission of Matters to a Vote of Security
Holders.
On December 30, 2020, Titan Pharmaceuticals, Inc.
(the “Company”) was unable to convene its scheduled annual meeting of stockholders because it had not received a sufficient
number of votes to form a quorum (>50% of outstanding shares) to take action under Delaware law and the Company’s bylaws.
The annual meeting has been rescheduled for 9:00 a.m. Pacific Standard Time on January 8, 2021 in order to provide additional
time to obtain the votes required to reach a quorum. The Company has received votes from approximately 48% of the shares outstanding
on the November 18, 2020 record date and needs only an additional approximately 2% to convene the meeting.
The annual meeting can be attended by stockholders using the
same access information set forth in the Definitive Proxy Statement filed with the Securities and Exchange Commission on November 25,
2020.
Item 8.01. Other Events.
The information set forth in Item 5.07 is incorporated herein
by reference.
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.
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TITAN PHARMACEUTICALS, INC.
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|
|
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By:
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/s/ Kate Beebe DeVarney, Ph.D.
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Name: Kate Beebe DeVarney, Ph.D.
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Title: President and Chief Operating Officer
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Dated: December 30, 2020
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