David E. Lazar, Chief Executive Officer of Activist Investing LLC
(together with its affiliates, “Activist Investing” or “we”), one
of the largest stockholders of Titan Pharmaceuticals, Inc. (NASDAQ:
TTNP) (“Titan” or the “Company”) with 25.2% of the Company’s
outstanding shares, today issued the following statement:
“We have submitted a request for the Company to
hold a special meeting of the Company’s stockholders (the “Special
Meeting”) to expand the size of Titan’s Board of Directors (the
“Board”) by six (6) directors and to elect our slate of six (6)
highly qualified professionals, Avraham Ben-Tzvi, Peter L. Chasey,
Eric Greenberg, David E. Lazar, Matthew C. McMurdo and David Natan
(collectively, the “Nominees”), to fill the resulting Board
vacancies in order to progress the Company’s previously announced
review of strategic alternatives. The Nominees collectively possess
decades of experience in strategic turnarounds, deal structuring,
corporate governance, investment management, accounting, finance
and corporate law, which we believe will be extremely additive to
the Company and its ability to unlock significant stockholder value
through a strategic transaction.
As disclosed by the Company, the Special Meeting
will be held on August 2, 2022 with a corresponding record date of
July 22, 2022 to determine the stockholders entitled to vote on our
proposals at the Special Meeting. We look forward to communicating
further with fellow stockholders in the coming weeks and will be
filing proxy materials to solicit votes to materially reconstitute
the Board at the Special Meeting with our Nominees.”
Biographies of Activist Investing’s nominees are
included below:
We believe that Mr. Ben-Tzvi’s extensive
legal experience and knowledge in the field of civil-commercial
law, and in corporate and securities law, and his previous public
company and commercial business experience will make him a valuable
addition to the Board. Avraham Ben-Tzvi, Adv. is the
Founder of ABZ Law Office, a boutique Israeli law firm specializing
in outsourced general counsel services for publicly traded as well
as private companies and corporations, Investments & Securities
Laws, Commercial Law & Contracts and various civil law matters,
which he established in January 2017. Mr. Ben-Tzvi served as Chief
Legal Officer and General Counsel of Purple Biotech Ltd. (formerly
Kitov Pharma Ltd.), a clinical-stage company advancing
first-in-class therapies to overcome tumor immune evasion and drug
resistance, from November 2015 until April 2020. Prior to that, Mr.
Ben-Tzvi served as General Counsel and secretary at Medigus Ltd., a
minimally invasive endosurgical tools medical device and
miniaturized imaging equipment company, from April 2014 until
November 2015. Mr. Ben-Tzvi is a member of the Israel Bar
Association, and is also licensed as a Notary by the Israeli
Ministry of Justice. Prior to that he served as an attorney at one
of Israel’s leading international law firms where, amongst other
corporate and commercial work, he advised companies and
underwriters on various offerings by Israeli companies listing in
US and on various SEC related filings. Prior to becoming a lawyer,
Mr. Ben-Tzvi worked in a number of business development, corporate
finance and banking roles at companies in the financial services,
lithium battery manufacturing and software development industries.
Mr. Ben-Tzvi holds a B.A., magna cum laude, in Economics from
Yeshiva University in New York and an LLB, magna cum laude with
Honors, in from Sha'arei Mishpat College of Law in Hod HaSharon,
Israel.
We believe that Mr. Chasey’s commercial
law expertise, coupled with his experience leading his own law
firm, will make him a valuable addition to the Board.
Peter L. Chasey, Esq. serves as the Owner of Chasey Law Offices, a
law practice specializing in personal litigation, business
litigation and commercial law, since founding the practice in 2005.
Earlier in his career, Mr. Chasey served as staff counsel for one
of the largest insurance companies in the world defending general
claims against insured businesses and also served as a land
surveyor. Mr. Chasey holds a B.S. in Political Science and
Government from the University of San Diego and a J.D. from the
University of San Diego School of Law.
We believe that Mr. Greenberg’s more
than 40 years’ experience in trading, developing strategies, and
portfolio management and public markets experience in the microcap
sector will make him a valuable addition to the Board.
Eric Greenberg has over 40 years of capital markets experience. As
a trader and portfolio manager at hedge funds, his areas of
expertise included the development of trading strategies, portfolio
management and deal structuring. Mr. Greenberg was Co-Founder of
Blink Charging Co., a leader in the EV charging infrastructure
industry. In addition, Mr. Greenberg provides investor relation and
digital marketing services for companies across a variety of
industries, such as life sciences, fintech, internet platforms and
others. Mr. Greenberg holds a B.B.A in Finance from Baruch College
and an M.B.A. in Finance from Baruch College Zicklin School of
Business.
We believe Mr. Lazar’s position as a
significant investor in the Company and his diverse knowledge of
financial, legal and operations management, public company
management, accounting, audit preparation, due diligence reviews
and SEC regulations will make him a valuable addition to the
Board. David E. Lazar has served as the Chief Executive
Officer of Custodian Ventures LLC, a company which specializes in
assisting distressed public companies through custodianship, since
February 2018, and Activist Investing LLC, an actively managed
investment fund, since March 2018. Previously, Mr. Lazar served as
Managing Partner at Zenith Partners International Inc., a boutique
consulting firm, from July 2012 to April 2018. In his role as Chief
Executive Officer of Custodian Ventures LLC, Mr. Lazar has
successfully served as a custodian to numerous public companies
across a wide range of industries. Mr. Lazar currently serves as an
Advisor to PROMAX Investments LLC, a position he has held since
July 2022, and as an Ambassador at Large for the Arab African
Council for Integration and Development, since March 2022.
We believe that Mr. McMurdo’s extensive
experience in corporate and securities law and advising many public
companies with federal securities law will make him a valuable
addition to the Board. Matthew C. McMurdo, Esq. currently
serves as Managing Member of McMurdo Law Group, LLC, a corporate
and securities law practice, since 2010. Previously, Mr. McMurdo
was a Partner at Nannarone & McMurdo, LLP, a boutique law firm,
from 2008 to 2010. In addition, Mr. McMurdo served as General
Counsel of Berkley Asset Management LLC, the general partner of a
real estate fund focused on opportunistic and distressed real
estate assets, from 2011 to 2013. Mr. McMurdo holds a B.S. in
Finance from Lehigh University and a J.D., cum laude, from Benjamin
N. Cardozo School of Law.
We believe Mr. Natan’s reputation as a
seasoned business executive and his extensive experience as a
director of technology-enabled public companies will make him a
valuable addition to the Board. David Natan currently
serves as President and Chief Executive Officer of Natan &
Associates, LLC, a consulting firm offering chief financial officer
services to public and private companies in a variety of
industries, since 2007. In addition, Mr. Natan currently serves as
Executive Vice President and Chief Financial Officer for Airborne
Motorworks, Inc., a privately-held aerospace transportation
company, since April 2020. From February 2010 to May 2020, Mr.
Natan served as Chief Executive Officer of ForceField Energy, Inc.,
a company focused on the solar industry and LED lighting products.
From February 2002 to November 2007, Mr. Natan served as Executive
Vice President of Reporting and Chief Financial Officer of
PharmaNet Development Group, Inc., a drug development services
company, and, from June 1995 to February 2002, as Chief Financial
Officer and Vice President of Global Technovations, Inc., a
manufacturer and marketer of oil analysis instruments and speakers
and speaker components. Prior to that, Mr. Natan served in various
roles of increasing responsibility with Deloitte & Touche LLP,
a global consulting firm. Mr. Natan currently serves as a member of
the Board of Directors and Chair of the Audit Committee of Global
Diversified Marketing Group, Inc., a manufacturer, marketer and
distributor of food and snack products, since February 2021 and
serves as a member of the Board of Directors and Chair of the Audit
Committee of Sunshine Biopharma, Inc., a pharmaceutical and
nutritional supplement company, since February 2022. Previously,
Mr. Natan served as Chairman of the Board of Directors of
ForceField Energy, Inc., from April 2015 to May 2020, and as a
member of the Board of Directors of Global Technovations, Inc.,
from December 1999 to December 2001. Mr. Natan holds a B.A. in
Economics from Boston University.
About Activist Investing
Activist Investing LLC is an investment fund
specializing in reverse merger and other event-driven
opportunities. Its Chief Executive Officer, David E. Lazar,
brings domestic and international experience in operations,
accounting, audit preparation, due diligence, capital
restructuring, debt financing, and mergers and acquisitions.
Certain Information Concerning the
Participants
Activist Investing LLC (“Activist Investing”),
together with the other participants named herein (collectively,
“Activist”), intends to file a preliminary proxy statement and an
accompanying WHITE proxy card with the Securities and Exchange
Commission (“SEC”) to be used to solicit votes for the election of
its slate of highly-qualified director nominees and in connection
with the related proposals to be acted upon by stockholders at the
upcoming special meeting of stockholders of Titan Pharmaceuticals,
Inc., a Delaware corporation (the “Company”).
ACTIVIST STRONGLY ADVISES ALL STOCKHOLDERS OF
THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS,
INCLUDING A WHITE PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL
PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN
AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
ACTIVIST INVESTING.
The participants in the proxy solicitation are
expected to be Activist Investing, David E. Lazar, Avraham
Ben-Tzvi, Peter L. Chasey, Eric Greenberg, Matthew C. McMurdo and
David Natan (collectively, the “Participants”).
As of the date hereof, Activist Investing
directly beneficially owns 359,066 shares of Common Stock, par
value $0.001 per share, of the Company (the “Common Stock”). As of
the date hereof, Mr. Lazar directly beneficially owns 3,331,402
shares of Common Stock. Mr. Lazar, as the sole member and Chief
Executive Officer of Activist Investing, may be deemed to
beneficially own the 359,066 shares of Common Stock directly
beneficially owned by Activist Investing. As of the date hereof,
none of Messrs. Ben-Tzvi, Chasey, Greenberg, McMurdo or Natan
beneficially owns any shares of Common Stock.
Investor Contact Information:David E.
LazarDavid@activistinvestingllc.com
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