Titan Pharmaceuticals Announces $9.5 Million Private Placement of Convertible Preferred Stock
September 18 2023 - 7:30AM
Titan Pharmaceuticals, Inc. (NASDAQ: TTNP) ("Titan" or the
"Company") announced today that it has entered into a definitive
securities purchase agreement (the “Purchase Agreement”) with The
Sire Group Ltd. (“Sire Group”) for the sale of the Company’s newly
designated Series AA Convertible Preferred Stock (the “Preferred
Stock”). Sire Group purchased 950,000 shares of Preferred Stock for
an aggregate purchase price of $9,500,000, consisting of (i) $5
million in cash at closing and (ii) $4.5 million in the form of a
promissory note from Sire Group, personally guaranteed by a
principal of Sire Group, due and payable on September 23, 2023,
subject to two 10-day extensions. The shares have a conversion
price of $0.466.
Pursuant to the Purchase Agreement, (i) David
Lazar and Peter Chasey submitted their resignations from the
Company’s Board of Directors, which are effective immediately upon
the appointment of two replacement directors to fill the vacancies
and (ii) the Company will hold its annual meeting for the election
of directors by April 30, 2024. Mr. Lazar will remain as the
Company’s Chief Executive Officer.
The Certificate of Designations authorizing the
Preferred Stock contains a beneficial ownership conversion
"blocker" that prevents Sire Group from acquiring the lower of
either (i) the maximum percentage of common stock permissible under
Nasdaq rules and regulations without first obtaining shareholder
approval or (ii) 19.99% of the Company's outstanding common
stock.
The shares being sold in this transaction do not
involve a public offering and have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), in
reliance on Regulation S thereunder. Titan and Sire Group have
concurrently entered into a registration rights agreement (the
“Registration Rights Agreement”) pursuant to which Titan has agreed
to provide certain registration rights upon the occurrence of
certain events set forth in the Registration Rights Agreement.
Additional information regarding the agreement can be found in an
8-K that was filed with the
SEC: https://ir.titanpharm.com/all-sec-filings.
Forward-Looking Statements
This press release may contain "forward-looking
statements" within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act of 1934. Such
statements include, but are not limited to, any statements relating
to our product development programs and any other statements that
are not historical facts. Such statements involve risks and
uncertainties that could negatively affect our business, operating
results, financial condition and stock price. Factors that could
cause actual results to differ materially from management's current
expectations include those risks and uncertainties relating to our
ability to raise capital, the regulatory approval process, the
development, testing, production and marketing of our drug
candidates, patent and intellectual property matters and strategic
agreements and relationships. We expressly disclaim any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in our expectations or any changes in events, conditions or
circumstances on which any such statement is based, except as
required by law. A complete discussion of the risks and
uncertainties that may affect Titan's business, including the
business of its subsidiary, is included in "Risk Factors" in the
Company's most recent Annual Report on Form 10-K as filed by the
Company with the Securities and Exchange Commission.
Media & Investor Contacts:
Kate Beebe DeVarney, Ph.D.
President and Chief Operating Officer(650) 989-2258
Titan Pharmaceuticals (NASDAQ:TTNP)
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