The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROSPECTUSSUBJECT TO COMPLETIONDATED OCTOBER 11, 2019
41,720,000 Units Consisting of Shares of Common Stock or Pre-Funded Warrants to Purchase Shares of Common Stock
Class B Warrants to Purchase Shares of Common Stock and
Class C Warrants to Purchase Shares of Common Stock
We are offering units consisting of (i) 41,720,000 shares of our common stock (ii) class B warrants, or Class B Warrants, to purchase 20,860,000 shares of our common stock and (iii) class C warrants, or Class C Warrants, to purchase 20,860,000 shares of our common. Each Class B Warrant and Class C Warrant, or the Purchase Warrants, will have an exercise price of $__ per share (100% of the unit offering price). Each unit will consist of (i) one share of common stock (or Pre-Funded Warrant in lieu thereof), (ii) .__of a Class B Warrant and (iii) .__ of a Class C Warrant (the Purchase Warrants included in each unit collectively exercisable for one share of common stock as described below). The Class B Warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The Class C Warrants will be exercisable beginning on the effective date of our stockholders’ approval of either an increase in the number of our authorized shares of common stock or a reverse stock split, in either case in an amount sufficient to permit the exercise in full of the Class C Warrants, and will expire on the fifth anniversary of the original issuance date.
We are also offering to purchasers, if any, whose purchase of units would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, in lieu of units including shares of common stock, units including pre-funded warrants, or Pre-Funded Warrants. The purchase price of each unit including a Pre-Funded Warrant will equal the price per unit including a share of common stock, minus $0.001, and the exercise price of each Pre-Funded Warrant will equal $0.001 per share. For each unit including a Pre-Funded Warrant purchased in this offering, we will reduce the number of units including a share of common stock being sold in this offering by one.
Pursuant to this prospectus, we are also offering the shares of common stock issuable upon exercise of the Class B Warrants and the Pre-Funded Warrants.
Each Pre-Funded Warrant is exercisable for one share of our common stock (subject to adjustment as provided for therein) at any time at the option of the holder until such Pre-Funded Warrant is exercised in full, provided that the holder will be prohibited from exercising Pre-Funded Warrants for shares of our common stock if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our common stock then issued and outstanding. However, any holder may increase such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to us.
The shares of common stock and Pre-Funded Warrants, if any, can each be purchased in this offering only with the accompanying Class B Warrants and Class C Warrants (other than pursuant to the underwriters’ option to purchase additional units) as part of units, but the components of the units will immediately separate upon issuance.
Our common stock is listed on The Nasdaq Capital Market under the symbol “TTNP”. On October 3, 2019, the last reported sale price of our common stock on The Nasdaq Capital Market was $0.25 per share. There is no established trading market for the Purchase Warrants or Pre-Funded Warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Purchase Warrants or Pre-Funded Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the Purchase Warrants and the Pre-Funded Warrants will be limited.
You should read this prospectus, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find Additional Information,” carefully before you invest in any of our securities.
Our business and an investment in our securities involves a high degree of risk. See “Risk Factors” beginning on page
8 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per Unit
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Total
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Public offering
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$
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$
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Underwriting discounts and commissions(1)
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$
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$
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Proceeds to us, before expenses
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$
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$
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(1)
The underwriters will receive compensation in addition to the underwriting discount and commissions. See “Underwriting” beginning on page
33 of this prospectus for a description of compensation payable to the underwriters.
We have granted the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to an additional 6,258,000 shares of common stock and/or Purchase Warrants to purchase up to an aggregate of 6,258,000 shares of common stock at the public offering price, less the underwriting discount.
We anticipate that delivery of the units against payment will be made on or about October , 2019.
Book-Running Manager
MAXIM GROUP LLC
The date of this prospectus is October , 2019