Current Report Filing (8-k)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act
Date of Report (Date of Earliest Event Reported): December 1,
Titan Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
Employer Identification No.)
400 Oyster Point Blvd., Suite 505, South San Francisco,
(Address of principal executive offices and zip code)
(Registrant’s telephone number including area code)
(Registrant’s former name or former address, if changed since last
Securities registered pursuant to Section 12(b) of the
of each class
of each exchange on which registered
Stock, $0.001 par value
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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On December 1, 2020, Titan Pharmaceuticals, Inc. (the “Company” or
“Titan”) received a notice (the “Notice”) from the Listing
Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
stating that the Company had failed to regain compliance with the
minimum $1.00 closing bid price required by Listing Rule 5550(a)(2)
prior to November 30, 2020 as required by Nasdaq’s letter of April
17, 2020. As a result, Nasdaq has determined to initiate procedures
to delist the Company’s securities from Nasdaq.
The Company has already taken steps to rectify its failure to
comply with Listing Rule 5550(a)(2). On November 30, 2020,
following receipt of stockholder approval, the Company amended its
certificate of incorporation to effect a 1-for-30 reverse split of
its common stock. The shares began trading on a post-split basis on
December 1, 2020 and have closed above the $1.00 minimum bid price
since such date.
The Notice provided the Company until December 8, 2020 to request
an appeal of Nasdaq’s determination to delist. In the absence of
such appeal, the Company’s securities would be suspended at the
opening of business on December 10, 2020, and a Form 25-NSE would
be filed with the Securities and Exchange Commission, resulting in
Titan’s securities being removed from listing and registration on
Nasdaq. The Company has requested a hearing to appeal the
determination, which request will stay the suspension of Titan’s
securities and the filing of the Form 25-NSE pending a decision by
the hearing panel.
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.
Kate Beebe DeVarney, Ph.D.
Beebe DeVarney, Ph.D.
and Chief Operating Officer
Dated: December 3, 2020