Filed Pursuant to Rule 424(c) Relating to Registration Statement No. 333-13469 TITAN PHARMACEUTICALS, INC. SUPPLEMENT DATED JUNE 16, 1997 TO REGISTRATION STATEMENT DATED DECEMBER 2, 1996 This supplement should be read in conjunction with the Prospectus dated December 2, 1996 contained in Registration Statement No. 333-13469 (the "Old Registration Statement") of Titan Pharmaceuticals, Inc., a Delaware corporation (the "Company"), including the exhibits thereto. Agreement with Hoechst Marion Roussel, Inc. On January 9, 1997, the Company entered into an agreement with Hoechst Marion Roussel, Inc. ("HMRI") pursuant to which the Company was granted an exclusive, worldwide license to develop, manufacture, sell and/or sublicense the antipsychotic agent Iloperidone. The agreement required the Company to pay HMRI an upfront license fee of $9.5 million payable as follows: (i) $2 million in cash on January 20, 1997; (ii) $5.5 million in common stock of the Company (594,595 shares) on January 20, 1997 and (iii) $2 million in cash to be paid on July 18, 1997. The agreement provides for future payments to HMRI contingent upon the achievement of product development regulatory milestones and HMRI will be entitled to a royalty on net sales of the product. HMRI was granted registration rights commencing in September 1997. Ingenex sale of GSX System On June 4, 1997, Ingenex, Inc., a majority-owned subsidiary of the Company, completed the sale of its GSX System, a research technology, and certain fixed assets to Pharmaceutical Product Development, Inc. for $8,722,500 in cash and the assumption of certain lease liabilities. The following sets forth the condensed consolidated balance sheet of the Company at March 31, 1997 giving pro forma effect to the consummation of the sale:
Pro Forma At March 31, 1997 Adjustments(1) at March 31, 1997 ----------------- -------------- ----------------- (unaudited) (unaudited) Assets Current assets: Cash and cash equivalents $ 3,365,609 7,634,775 $ 11,000,384 Short-term investments 4,500,000 4,500,000 Prepaid expenses and other current assets 213,755 213,755 Receivable from Ansan Pharmaceuticals, Inc. 136,915 136,915 ------------ ------------ Total current assets 8,216,279 15,851,054 Furniture and equipment, net 734,982 (422,195) 312,787 Deferred financing costs 84,787 (84,787) -- Note receivable from Ansan Pharmaceuticals, Inc. 1,000,000 1,000,000 Investment in Ansan Pharmaceuticals, Inc. 310,815 310,815 Other assets 280,092 (125,344) 154,748 ------------ ------------ $ 10,626,955 $ 17,629,404 ============ ============ Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 706,746 $ 706,746 License fee payable 2,000,000 2,000,000 Accrued legal fees 516,946 100,000 616,946 Accrued sponsored research 92,811 92,811 Other accrued liabilities 432,017 582,651 1,014,668 Current portion of capital lease obligations 276,143 (276,143) -- Current portion of technology financing - Ingenex, Inc. 591,652 (591,652) -- ------------ ------------ Total current liabilities 4,616,315 4,431,171 Noncurrent portion of capital lease obligation 408,501 (408,501) -- Noncurrent portion of technology financing - Ingenex, Inc. 562,600 (562,600) -- ------------ ------------ Total liabilities 5,587,416 4,431,171 Commitments Minority interest - Series B preferred stock of Ingenex, Inc. 1,241,032 1,241,032 Guaranteed security value 5,500,000 5,500,000 Stockholders' equity (net capital deficiency): Common stock, at amounts paid in 49,622,782 49,622,782 Additional paid-in capital 6,521,353 6,521,353 Deferred compensation (587,160) (587,160) Deficit accumulated during the development stage (57,258,468) 8,158,694 (49,099,774) ------------ ------------ Total stockholders' equity (net capital deficiency) (1,701,493) 6,457,201 ------------ ------------ $ 10,626,955 $ 17,629,404 ============ ============
- -------------- (1) Reflects the use of a portion of the proceeds to repay all outstanding amounts owed under a technology financing arrangement. Additionally, the Company has provided for certain accrued liabilities aggregating $683,000 in connection with the sale, including severance payments, legal fees and other items. -2-