Current Report Filing (8-k)
December 15 2022 - 8:02AM
Edgar (US Regulatory)
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2022-12-13
2022-12-13
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report: December 13, 2022
(Date
of earliest event reported)
TITAN
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-13341 |
|
94-3171940 |
(State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
400
Oyster Point Blvd., Suite 505, South San Francisco, CA 94080
(Address
of principal executive offices, including zip code)
650-244-4990
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
TTNP |
|
Nasdaq Capital Market |
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
December 14, 2022, the Company and David E. Lazar, the Company’s Chief Executive Officer, entered into an Employment Agreement
(the “Lazar Agreement”), pursuant to which the Company hired Mr. Lazar to serve as the Company’s Chief Executive Officer,
effective August 16, 2022.
Prior
to being named Chief Executive Officer of the Company, Mr. Lazar, age 32, 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. Mr. Lazar served as Managing Partner at Zenith Partners International Inc.,
a boutique consulting firm, from July 2012 to April 2018.
Pursuant
to the terms of the Lazar Agreement, Mr. Lazar will be paid a base salary of $406,000 per year, and will participate in the Company’s
equity incentive plan (the “Plan”). Due to the Company’s current liquidity situation, approximately 70% of Mr. Lazar’s
compensation will be deferred until such time as the Compensation Committee determines that the Company has sufficient liquidity to pay
the full salary. Mr. Lazar will be eligible to receive an annual bonus, with a target of fifty percent (50%) of his base salary. In addition,
Mr. Lazar will be eligible for three performance bonuses on an annual basis, payable in (i) cash and/or (ii) restricted stock under the
Plan, each equal to fifty percent (50%) of his base salary, which shall be dependent on the achievement by the Company of certain milestones.
Furthermore, in the event of a Change of Control (as defined in the Lazar Agreement), the Company shall pay Mr. Lazar a bonus equal to
three percent (3%) of the increased valuation of the surviving corporation resulting from such Change of Control. The foregoing summary
is qualified in its entirety by reference to the Lazar Agreement attached hereto as Exhibit 10.1 and incorporated by reference.
Item
8.01. Other Events.
On
December 15, 2022, the Company issued a press release announcing the Company’s entry into a nonbinding letter of intent to acquire
a leading developer of personal air and land vehicles specializing in urban air mobility. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
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.
Date: |
December
15, 2022 |
|
TITAN
PHARMACEUTICALS, INC. |
|
|
|
|
By: |
/s/
David E. Lazar |
|
|
David
E. Lazar |
|
|
Chief
Executive Officer |
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