Additional Proxy Soliciting Materials (definitive) (defa14a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 30,
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
Employer Identification No.)
400 Oyster Point Blvd., Suite 505, South San Francisco,
(Address of principal executive offices and zip code)
(Registrant’s telephone number including area code)
(Registrant’s former name or former address, if changed since last
Securities registered pursuant to Section 12(b) of the
of each class
of each exchange on which registered
Stock, $0.001 par value
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:
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12(b))
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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
On December 30, 2020, Titan Pharmaceuticals, Inc. (the
“Company”) was unable to convene its scheduled annual meeting of
stockholders because it had not received a sufficient number of
votes to form a quorum (>50% of outstanding shares) to take
action under Delaware law and the Company’s bylaws. The annual
meeting has been rescheduled for 9:00 a.m. Pacific Standard
Time on January 8, 2021 in order to provide additional time to
obtain the votes required to reach a quorum. The Company has
received votes from approximately 48% of the shares outstanding on
the November 18, 2020 record date and needs only an additional
approximately 2% to convene the meeting.
The annual meeting can be attended by stockholders using the same
access information set forth in the Definitive Proxy Statement
filed with the Securities and Exchange Commission on
November 25, 2020.
Item 8.01. Other Events.
The information set forth in Item 5.07 is incorporated herein by
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.
/s/ Kate Beebe DeVarney, Ph.D.
Name: Kate Beebe DeVarney, Ph.D.
Title: President and Chief Operating Officer
Dated: December 30, 2020