Current Report Filing (8-k)
January 16 2020 - 5:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
January 16, 2020
Titan
Pharmaceuticals, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation)
001-13341
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94-3171940
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(Commission File Number)
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(IRS Employer Identification No.)
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400 Oyster Point Blvd., Suite 505, South
San Francisco, CA 94080
(Address of principal executive offices
and zip code)
650-244-4990
(Registrant's telephone number including
area code)
(Registrant's 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 registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under
the Exchange Act (17 CFR 240.14a-12(b))
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001
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TTNP
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Nasdaq Capital Market
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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 5.07. Submission of Matters to a Vote of Security
Holders.
On December 20, 2019, Titan Pharmaceuticals, Inc.
(the “Company”) held its annual meeting of stockholders. The proposal to amend the Company’s certificate
of incorporation to effect a reverse split of the common stock (the “Reverse Split Proposal”) did not receive
the vote needed for approval under the Delaware General Corporation Law (the “DGCL”), which requires the
affirmative vote of holders representing a majority of the voting power of all shares of outstanding stock as of the record
date. Accordingly, a determination was made to adjourn the meeting solely with respect to the Reverse Split Proposal until
9:00 a.m. Pacific Standard Time on January 17, 2020. As of the close of business on January 16, 2020, only 60% of the shares
entitled to vote at the meeting have been voted and while the majority of those that did vote were in favor of the Reverse
Split Proposal, the Company has not received the affirmative vote necessary for approval under the DGCL. Accordingly,
the Company has determined to cancel the meeting and seek stockholder approval for the Reverse Split Proposal at a
later date.
SIGNATURE
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.
Dated: January 16, 2020
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TITAN
PHARMACEUTICALS, INC.
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By:
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/s/ Sunil Bhonsle
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Name: Sunil Bhonsle
Title: Chief Executive Officer
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