Statement of Ownership (sc 13g)
January 25 2021 - 08:26AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
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Titan Pharmaceuticals,
Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of
Securities)
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888314507
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(CUSIP Number)
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January 15, 2021
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(Date of Event Which Requires
Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*The remainder of this cover
page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover
page.
The information required in
the remainder of this cover page shall not be deemed to be “filed”
for the purpose of Section 18 of the Securities and Exchange Act of
1934 (the “Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP No. 888314507
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13G
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSONS
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L1 Capital Global Opportunities Master Fund
Ltd.
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2
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CHECK THE APPROPRIATE BOX IF MEMBER
OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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5
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SOLE VOTING POWER
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681,250 shares of Common
Stock(1)(2)
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NUMBER OF
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6
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SHARED VOTING POWER
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SHARES
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BENEFICIALLY
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0
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OWNED BY
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7
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SOLE DISPOSITIVE POWER
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EACH REPORTING
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PERSON WITH
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681,250 shares of Common
Stock(1)(2)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
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681,250 shares of Common
Stock(1)(2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
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6.9%(3)
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12
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TYPE OF REPORTING PERSON
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FI
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(1) The reporting person
owns 681,250 shares of Common Stock. The numbers reported to
be benefically owned do not give effect to shares of Common
Stock issuable upon exercise of 681,250 Warrants purchased with the
Common Stock and 216,666 Class B Warrants. Due to a 4.99%
beneficial ownership limitation in the Warrants and the Class
B Warrants, the reporting person has no beneficial ownership of the
Common Stock issuable upon exercise of such Warrants.
(2) David Feldman and Joel
Arber are both the directors of L1 Capital Global Opportunities
Master Fund Ltd. As such they each individually have sole
dispositive and voting power.
(3) The reporting person
has not acquired the securities with any purpose, or with the
effect, of changing or influencing the control of the Issuer, or in
connection with or as a participant in any transaction having that
purpose or effect, including any transaction subject to Rule
13d-3(b), other than activities solely in connection with a
nomination under Rule 14a-11.
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CUSIP No. 888314507
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13G
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Page 3 of 5 Pages
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Item 1. Security and Issuer.
Titan
Pharmaceuticals, Inc.
400 Oyster Point Blvd.,
Suite 505,
South San Francisco,
CA 94080
Item 2. Identity and Background.
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(a)
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Name of Person Filing:
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L1 Capital Global
Opportunities Master Fund, Ltd.
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(b)
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Address of Principal Business Office or,
if none, Residence:
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161A Shedden Road, 1
Artillery Court
PO Box 10085
Grand Cayman, Cayman Islands
KY1-1001
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(c)
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Citizenship or Place of
Organization:
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Cayman Islands
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(d)
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Title of Class of Securities:
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Common Stock, $0.001 par value
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(e)
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CUSIP Number:
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888314507
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Item 3.
Not applicable.
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CUSIP No. 888314507
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13G
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Page 4 of 5 Pages
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Item 4. Ownership.
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(a)
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The information required by
Items 4(a)-(c) is set forth in Rows (5)-(9) and Row (11) of the
cover page and is incorporated herein by reference.
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(b)
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The percentage set forth on
Row (11) of the cover page for the reporting person is based on
9,864,068 shares of Common Stock outstanding.
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(c)
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David Feldman and Joel Arber
are the Directors of L1 Capital Global Opportunities Master Fund
Ltd. As such, L1 Capital Global Opportunities Master Fund Ltd,
Mr. Feldman and Mr. Arber may be deemed to beneficially own
(as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) 681,250
shares of Common Stock. To the extent Mr. Feldman and Mr. Arber are
deemed to beneficially own such shares, Mr. Feldman and Mr. Arber
disclaim beneficial ownership of these securities for all other
purposes.
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(d)
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The reporting person is a
beneficial owner of 681,250
shares of Common Stock.
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Item 5.
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Ownership of 5 Percent or
Less of a Class.
If this statement is being
filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than 5 percent
of the class of securities, check the following o
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Item 6.
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Ownership of More than 5 Percent on Behalf
of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of
Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
By signing below I certify
that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the Issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect, other than activities
solely in connection with a nomination under Rule
14a-11.
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CUSIP No. 888314507
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13G
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Page 5 of 5 Pages
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete, and correct.
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By:
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L1 Capital Global Opportunities Master Fund
Ltd.
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January 22, 2021
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By:
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/s/ David Feldman
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David Feldman, Director
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Titan Pharmaceuticals (NASDAQ:TTNP)
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