Amended Statement of Beneficial Ownership (sc 13d/a)
August 17 2022 - 04:00PM
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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