Amended Statement of Beneficial Ownership (sc 13d/a)
August 17 2022 - 4:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§
240.13d-2(a)
(Amendment
No. 3)1
Titan
Pharmaceuticals, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value
(Title
of Class of Securities)
888314606
(CUSIP
Number)
DAVID
E. LAZAR
Villa
1, 14-43rd Street
Jumeirah
2
Dubai,
United Arab Emirates
(646)
768-8417
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August
15, 2022
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
(Continued
on following pages)
| 1 | 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 disclosures provided in a prior cover page. |
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 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).
1 |
NAME
OF REPORTING PERSONS
DAVID
E. LAZAR |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO,
PF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Portugal,
Israel |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE
VOTING POWER
3,331,402 |
8 |
SHARED
VOTING POWER
359,066 |
9 |
SOLE
DISPOSITIVE POWER
3,331,402 |
10 |
SHARED
DISPOSITIVE POWER
359,066 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,690,468 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2% |
14 |
TYPE
OF REPORTING PERSON
IN |
1 |
NAME
OF REPORTING PERSONS
ACTIVIST
INVESTING LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
WC |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE
VOTING POWER
-
0 - |
8 |
SHARED
VOTING POWER
359,066 |
9 |
SOLE
DISPOSITIVE POWER
-
0 - |
10 |
SHARED
DISPOSITIVE POWER
359,066 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,066 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% |
14 |
TYPE
OF REPORTING PERSON
OO |
The
following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No.
3 amends the Schedule 13D as specifically set forth herein.
| Item
4. | Purpose
of Transaction. |
Item
4 is hereby amended to add the following:
As
previously disclosed, on July 8, 2022, the Reporting Persons delivered a special meeting request letter to the Issuer in accordance with
the Issuer’s Bylaws to call a special meeting of the Issuer’s stockholders (the “Special Meeting”) to expand
the size of the Issuer’s Board of Directors (the “Board”) by six (6) members and elect Activist Investing’s slate
of highly qualified nominees, Avraham Ben-Tzvi, Peter L. Chasey, Eric Greenberg, David E. Lazar, Matthew C. McMurdo and David Natan (collectively,
the “Nominees”), to fill the resulting vacancies.
On
August 15, 2022, the Special Meeting was duly called and held and the Issuer’s stockholders voted to approve the expansion of the
size of the Board by six (6) members to eleven (11) directors in total and elect each of the Nominees to the Board.
Following
the Special Meeting, the Board met to approve the appointment of Mr. Lazar as Interim Chairman and Chief Executive Officer of the Issuer.
Mr. Lazar was also appointed to serve as Chair of the Strategic Committee established by the Board to lead the Issuer’s continuing
review of strategic alternatives.
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated:
August 17, 2022
|
ACTIVIST
INVESTING LLC |
|
|
|
By: |
/s/
David E. Lazar |
|
|
Name: |
David
E. Lazar |
|
|
Title: |
Chief
Executive Officer |
|
/s/
David E. Lazar |
|
DAVID
E. LAZAR |
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