Current Report Filing (8-k)
February 09 2023 - 4:52PM
Edgar (US Regulatory)
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2023-02-08
2023-02-08
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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: February 8, 2023
(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
5.08. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On
February 8, 2023, the Board of Directors (the “Board”) of Titan Pharmaceuticals, Inc. (the “Company”) determined
that the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”) will be held at the offices of Olshan
Frome Wolosky LLP, located at 1325 Avenue of the Americas, 15th Floor, New York, New York 10019, on April 14, 2023 at 9:00 a.m. (EST).
Stockholders of record of the Company’s common stock at the close of business on February 13, 2023 will be entitled to notice of,
and to vote at, the Annual Meeting. The Company, however, reserves the right to change the record date, meeting date, and meeting location prior to the Annual Meeting.
Since
the Company did not hold an annual stockholder meeting during 2022, stockholders of the Company who wish to have a proposal
considered for inclusion in the Company’s proxy materials for the Annual Meeting pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended, must ensure that such proposal is delivered to or mailed to and
received by the Company’s Secretary at Titan Pharmaceuticals, Inc., 400 Oyster Point Blvd, Suite 505, South San Francisco,
California 94080 on or before the close of business on February 21, 2023, which date the Company has determined be a reasonable time
before it expects to begin to print and distribute its proxy materials.
In
addition to complying with the February 21, 2023 deadline, stockholder director nominations and stockholder proposals intended to be
considered for inclusion in the Company’s proxy materials for the Annual Meeting must also comply with all applicable Securities
and Exchange Commission rules, including Rule 14a-8, Delaware corporate law and the Bylaws of Titan Pharmaceuticals, Inc. in order to
be eligible for inclusion in the proxy materials for the Annual Meeting. Any director nominations and stockholder proposals received
after the February 21, 2023 deadline will be considered untimely and will not be considered for inclusion in the proxy materials for
the Annual Meeting nor will it be considered at the Annual Meeting.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
104 |
|
Cover
Page Interactive Data (embedded within the Inline XBRL document). |
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.
|
|
TITAN
PHARMACEUTICALS, INC. |
|
|
|
|
By: |
/s/
David E. Lazar |
|
|
David
E. Lazar |
|
|
Chief
Executive Officer |
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