SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Period Ended September 30, 2000. or / / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period From _____________ to __________________. Commission file number 0-27436 TITAN PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-3171940 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 400 OYSTER POINT BLVD., SUITE 505, SOUTH SAN FRANCISCO, CALIFORNIA 94080 ------------------------------------------------------------------------ (Address of Principal Executive Offices including zip code) (650) 244-4990 -------------- (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- There were 25,979,738 of the Registrant's Common Stock issued and outstanding on October 31, 2000. TITAN PHARMACEUTICALS, INC. INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE ---- Item 1. Condensed Financial Statements (unaudited) Condensed Consolidated Balance Sheets September 30, 2000 and December 31, 1999.............................2 Condensed Consolidated Statements of Operations Three months and nine months ended September 30, 2000 and 1999.......3 Condensed Consolidated Statements of Cash Flows Nine months ended September 30, 2000 and 1999........................4 Notes to Condensed Consolidated Financial Statements........................5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.........................................8 Item 3. Quantitative and Qualitative Disclosures about Market Risk........10 PART II. OTHER INFORMATION Item 1. Legal Proceedings.................................................10 Item 4. Submission of Matters to a Vote of Security Holders...............11 Item 6. Exhibits and Reports on Form 8-K..................................11 SIGNATURES..........................................................................12
PART I. FINANCIAL INFORMATION TITAN PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
SEPTEMBER 30, DECEMBER 31, 2000 1999 --------- --------- (unaudited) (Note A) ASSETS Current assets Cash and cash equivalents $ 6,334 $ 46,454 Short-term investments 73,463 -- Grants receivable -- 150 Prepaid expenses and other current assets 286 327 --------- --------- Total current assets 80,083 46,931 Furniture and equipment, net 527 415 Other assets 16 16 --------- --------- $ 80,626 $ 47,362 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 1,335 $ 849 Accrued clinical trials expenses 593 437 Accrued compensation and related expenses 578 177 Accrued professional fees and other liabilities 439 356 Unearned contract revenue 30 -- --------- --------- Total current liabilities 2,975 1,819 Minority interest - Series B preferred stock of Ingenex, Inc. 1,241 1,241 Stockholders' Equity Preferred stock, at amounts paid in -- 5,000 Common stock, at amounts paid in 148,607 98,697 Common stock to be issued (See Note 7) 1,516 -- Additional paid-in capital 6,524 6,524 Deferred compensation (223) (501) Accumulated deficit (80,200) (65,418) Accumulated other comprehensive income 186 -- --------- --------- Total stockholders' equity 76,410 44,302 --------- --------- $ 80,626 $ 47,362 ========= =========
Note A: The balance sheet has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements presentation. See Notes to Condensed Consolidated Financial Statements 2 TITAN PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share amounts)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------- -------------------- 2000 1999 2000 1999 -------- -------- -------- -------- Revenue: Contract revenue $ 280 $ -- $ 841 $ -- License revenue 415 -- 415 -- Grant revenue -- 52 55 99 -------- -------- -------- -------- Total revenue 695 52 1,311 99 Operating expenses: Research and development 4,576 1,748 11,887 6,558 Acquired in-process research and development 4,969 -- 4,969 136 General and administrative 1,247 838 2,808 2,154 -------- -------- -------- -------- Total operating expenses 10,792 2,586 19,664 8,848 -------- -------- -------- -------- Loss from operations (10,097) (2,534) (18,353) (8,749) Other income (expense): Interest income, net 1,392 120 3,605 421 Other expense (6) (31) (34) (43) -------- -------- -------- -------- Other income, net 1,386 89 3,571 378 -------- -------- -------- -------- Net loss $ (8,711) $ (2,445) $(14,782) $ (8,371) ======== ======== ======== ======== Basic and diluted net loss per share $ (0.34) $ (0.16) $ (0.59) $ (0.55) ======== ======== ======== ======== Weighted average shares used in computing basic and diluted net loss per share 25,872 15,454 25,171 15,180 ======== ======== ======== ========
See Notes to Condensed Consolidated Financial Statements 3 TITAN PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands)
NINE MONTHS ENDED SEPTEMBER 30, ---------------------- 2000 1999 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (14,782) $ (8,371) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 119 244 Stock compensation to consultants 291 -- Issuance of common stock to acquire minority interest of Theracell, Inc. -- 136 Acquired in-process research and development 4,969 -- Changes in operating assets and liabilities: Prepaid expenses, other receivables and assets 191 6 Accounts payable and other accrued liabilities (261) (421) Unearned contract revenue 30 -- --------- --------- Net cash used in operating activities (9,443) (8,406) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of furniture and equipment, net (245) (120) Purchases of short-term investments (100,555) -- Proceeds from sales of short-term investments 27,278 -- --------- --------- Net cash used in investing activities (73,522) (120) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock 42,845 6,018 --------- --------- Net cash provided by financing activities 42,845 6,018 --------- --------- NET DECREASE IN CASH AND CASH EQUIVALENTS (40,120) (2,508) Cash and cash equivalents at beginning of period 46,454 11,655 --------- --------- Cash and cash equivalents at end of period 6,334 9,147 Short-term investments at end of period 73,463 -- --------- --------- CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS AT END OF PERIOD $ 79,797 $ 9,147 ========= =========
See Notes to Condensed Consolidated Financial Statements 4 TITAN PHARMACEUTICALS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES THE COMPANY AND ITS SUBSIDIARIES We are a biopharmaceutical company developing proprietary therapeutics for the treatment of central nervous system disorders, cancer and other serious and life threatening diseases. We conduct a portion of our operations through our two subsidiaries: Ingenex, Inc. and ProNeura, Inc. We operate in one business segment, the development of biopharmaceutical products. INGENEX, INC. Ingenex is engaged in the development of gene-based therapeutics for the treatment of cancer. At September 30, 2000, we owned 81% of Ingenex, assuming the conversion of all preferred stock to common stock. PRONEURA, INC. ProNeura is engaged in the development of cost effective, long-term treatment solutions to neurologic and psychiatric disorders through an implantable drug delivery system. At September 30, 2000, we owned 79% of ProNeura. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements include the accounts of Titan and its majority owned subsidiaries after elimination of all significant intercompany accounts and transactions. These financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended September 30, 2000 are not necessarily indicative of the results that may be expected for the year ended December 31, 2000. Through December 31, 1999, we were considered to be in the developmental stage. In January 2000, we entered into a collaborative agreement with Schering AG (see Note 6), under which we earn research revenue. As a result of this agreement, and with the potential of other collaborative partnership agreements in the future, we are no longer considered to be in the developmental stage. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Titan Pharmaceuticals, Inc. annual report on Form 10-K for the year ended December 31, 1999. REVENUE RECOGNITION License revenue is recognized ratably over the terms of the related license agreements. Nonrefundable license fees, with respect to which we have no future performance obligations, are recognized upon receipt. Contract revenue related to research and development activities performed under collaborative agreements is recognized when project costs are incurred. Milestone payments are 5 generally recognized as revenue when specified contractual milestones are achieved. Government grants that support our product development effort in specific projects generally provide for reimbursement of expenses as defined in the grant documents, and revenue is recognized when these project expenses are incurred. 2. RECENT ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Financial Instruments and for Hedging Activities" (SFAS 133), which provides a comprehensive and consistent standard for the recognition and measurement of derivatives and hedging activities. SFAS 133 is effective for fiscal years beginning after June 15, 2000 and is not anticipated to have an impact on our results of operations or financial condition when adopted as we hold no derivative financial instruments and do not currently engage in hedging activities. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 (SAB 101). SAB 101 summarizes the SEC's views in applying generally accepted accounting principles to revenue recognition. The adoption of SAB 101 had no significant impact on our revenue recognition policy or results of operations. In March 2000, the FASB issued Interpretation No. 44, (FIN 44), "Accounting for Certain Transactions Involving Stock Compensation - an Interpretation of APB 25." This interpretation clarifies, among other things, the definition of employee for purposes of applying APB 25 and the accounting for an exchange of stock compensation awards in a business combination. This interpretation is effective July 1, 2000, but certain conclusions in the Interpretation cover specific events that occur after either December 15, 1998, or January 12, 2000. To the extent that this interpretation covers events occurring during the period after December 15, 1998, or January 12, 2000, but before the effective date of July 1, 2000, the effects of applying this interpretation are recognized on a prospective basis from July 1, 2000. The adoption of FIN 44 does not have a material impact on our financial statements. 3. NET LOSS PER SHARE We calculate basic net loss per share using the weighted average common shares outstanding for the period. Had we been in a net income position, shares used in calculating diluted earnings per share for the nine months ended September 30, 2000, would have included the effect of an additional 5,595,246 shares related to our convertible preferred stock and options, and for the nine months ended September 30, 1999, we would have included an additional 12,285,488 shares related to our convertible preferred stock, options and warrants. 4. COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes certain changes in equity that are excluded from net income (loss), such as unrealized gains and losses on investments. Comprehensive loss for the nine months ended September 30, 2000, was $14.6 million. Comprehensive loss for the nine months ended September 30, 1999, was the same as our net loss. 5. STOCKHOLDERS' EQUITY In March 2000, we completed a private placement of 1,200,000 shares of our common stock for net proceeds of $38.8 million, after deducting fees and commissions and other expenses of the offering. 6 Also in March 2000, upon satisfying the conditions for conversion and at the request of Novartis Pharma AG, all outstanding shares of Series D convertible preferred stock were converted into 666,667 shares of our common stock. 6. LICENSING AND COLLABORATIVE AGREEMENT WITH SCHERING AG In January 2000, we entered into a licensing and collaborative agreement with Schering AG, under which we will collaborate with Schering on manufacturing and clinical development of our cell therapy product, Spheramine(TM), for the treatment of Parkinson's disease. Under the agreement, we will perform product development activities for which we will receive funding. As of September 30, 2000, we recognized $0.8 million of revenue under this agreement. Schering will fully fund, and manage in collaboration with us, all future clinical studies, and manufacturing and development activities. We are entitled to certain payments upon the achievement of specific milestones. Schering also retains the right to make an equity investment in Titan, up to a specified amount, upon initiation of pivotal clinical studies. The potential economic value of the agreement, including development funding and an equity investment, but not including Schering's funding of clinical trials and product royalties, is approximately $26 million. 7. ACQUISITION OF A NOVEL AND PROPRIETARY AGENT In July 2000, we announced the acquisition of worldwide rights to a novel and proprietary agent, gallium maltolate, for the potential treatment of cancer and other conditions, including HIV infection. We obtained these rights through the acquisition of GeoMed, Inc., a privately held California company. We completed the acquisition in August 2000 by assuming approximately $1.4 million of GeoMed's liabilities and issuing or reserving for future issuance an aggregate of 93,555 shares of Titan common stock valued at approximately $3.6 million using the fair market value of our common stock at the date of the agreement in accordance with generally accepted accounting principles. The entire purchase price of approximately $5.0 million was charged to acquired in-process research and development as the acquired technology is in an early stage of development with significant risks and uncertainties remaining in the developmental process. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THE FOLLOWING DISCUSSION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS, WITHIN THE MEANING OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES REFORM ACT OF 1995, THE ATTAINMENT OF WHICH INVOLVES VARIOUS RISKS AND UNCERTAINTIES. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY," "WILL," "EXPECT," "BELIEVE," "ESTIMATE," "ANTICIPATE," "CONTINUE," OR SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE DESCRIBED IN THESE FORWARD-LOOKING STATEMENTS DUE TO, AMONG OTHER FACTORS, THE RESULTS OF ONGOING RESEARCH AND DEVELOPMENT ACTIVITIES AND PRE-CLINICAL TESTING, THE RESULTS OF CLINICAL TRIALS AND THE AVAILABILITY OF ADDITIONAL FINANCING THROUGH CORPORATE PARTNERING ARRANGEMENTS OR OTHERWISE. ADDITIONAL FACTORS INCLUDE OUR ABILITY TO PROTECT OUR PATENTS AND PROPRIETARY RIGHTS, ABILITY TO COMPLY WITH EXTENSIVE GOVERNMENT REGULATIONS, AND OTHER FACTORS AND RISKS DETAILED UNDER THE CAPTION "RISK FACTORS" IN THE COMPANY'S 1999 ANNUAL REPORT ON FORM 10-K AND OTHER FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND PROSPECTIVE INVESTORS IN THE COMPANY SHOULD CAREFULLY CONSIDER THESE RISK FACTORS. THE COMPANY DISCLAIMS ANY OBLIGATION TO UPDATE THESE STATEMENTS FOR SUBSEQUENT EVENTS. OVERVIEW We are a biopharmaceutical company developing proprietary therapeutics for the treatment of central nervous system disorders, cancer, and other serious and life threatening diseases. Our product development programs focus on large pharmaceutical markets with significant unmet medical needs and commercial potential. We currently have nine products in development, with seven products in clinical development including two products in Phase III clinical trials and five products in Phase II and Phase I/II clinical trials. In addition to these programs, we have two products in preclinical development. We are independently developing our product candidates as well as utilizing strategic partnerships, including collaborations with Novartis Pharma AG and Schering AG. These collaborations help fund product development while we continue to retain significant economic interest in our products. OUR CLINICAL DEVELOPMENT PROGRAMS The following table sets forth our products in clinical development:
- ----------------------------------------------------------------------------------------------------------------- PRODUCT INDICATION(S) STATUS MARKETING RIGHTS - ----------------------------------------------------------------------------------------------------------------- Zomaril Schizophrenia, psychosis Phase III Novartis Pharma AG (except Japan) - ----------------------------------------------------------------------------------------------------------------- Spheramine Parkinson's disease Phase I/II Schering AG - ----------------------------------------------------------------------------------------------------------------- CeaVac Colorectal, gastrointestinal and Phase III (colorectal Titan Pharmaceuticals pancreatic cancer cancer) - ----------------------------------------------------------------------------------------------------------------- TriAb Breast and ovarian cancer Phase II (breast Titan Pharmaceuticals cancer) - ----------------------------------------------------------------------------------------------------------------- TriGem Small cell lung cancer, melanoma Phase II (melanoma) Titan Pharmaceuticals - ----------------------------------------------------------------------------------------------------------------- Pivanex Non-small cell lung cancer Phase II Titan Pharmaceuticals - ----------------------------------------------------------------------------------------------------------------- Gallium Maltolate Myeloma, prostate and bladder cancer, Phase I/II Titan Pharmaceuticals (1) lymphoma, HIV - -----------------------------------------------------------------------------------------------------------------
(1) Clinical studies to commence fourth quarter 2000 and first quarter 2001. 8 RESULTS OF OPERATIONS Revenue for the third quarter and for the first nine months of 2000 were $0.7 million and $1.3 million, respectively. These revenues consisted primarily of contract revenue from Schering AG for the development of Spheramine, Titan's novel therapy for treatment of Parkinson's disease, and certain additional licensing fees. In 1999, Titan had revenue from a U.S. government grant of approximately $50,000 in the third quarter and $100,000 during the first nine months. Research and development expenses for the third quarter 2000 were $4.6 million, compared to $1.7 million for the same quarter in 1999. For the nine months ended September 30, 2000, research and development expenses were $11.9 million, compared to $6.6 million for the same period in 1999. This planned increase in research and development expense was a result of the expansion of Titan's randomized, placebo-controlled Phase III clinical study of CeaVac in Dukes D colorectal cancer, commencement of the Phase I/II clinical trial of Spheramine, and increased manufacturing and development activity for CeaVac and for our other anti-cancer therapeutic monoclonal antibodies, TriAb and TriGem, to support the initiation of additional clinical efficacy studies over the next several months. These additional studies will be conducted by various government sponsored cooperative groups and funded largely by the National Cancer Institute. We recorded a $5.0 million one-time charge to operations in accordance with generally accepted accounting principles in the third quarter of 2000 for the acquisition of worldwide rights to a novel and proprietary agent, gallium maltolate, for the potential treatment of cancer and other conditions, including HIV infection. See Note 7 (page 7) to the unaudited Condensed Consolidated Financial Statements for the three and nine month periods ended September 30, 2000. General and administrative expenses for the third quarter 2000 were $1.2 million compared to $0.8 million for the same quarter in 1999. For the nine months ended September 30, 2000, general and administrative expenses were $2.8 million, compared to $2.2 million for the same period in 1999. General and administrative expenses represent 19% of our total operating expenses for the nine months ended September 30, 2000, and the modest increase in 2000 reflects our increased support of our expanded clinical activities. Other income, net of other expenses, for the third quarter 2000 was $1.4 million compared to $0.1 million in the same quarter in 1999. For the nine months ended September 30, 2000, other income, net of other expenses, was $3.6 million compared to $0.4 million for the same period in 1999. These increases, primarily in interest income, were a result of our significantly larger cash and short-term investments position. Our net loss for the third quarter of 2000 was $0.14 per share, or $3.7 million, excluding the effect of a one-time charge for the acquisition of a new product platform, gallium maltolate. Our net loss for the same quarter in 1999 was $0.16 per share, or $2.4 million. The one-time effect of the acquisition was an additional loss of $0.20 per share, or $5.0 million. For the nine months ended September 30, 2000, our net loss including the one-time charge was $0.59 per share, or $14.8 million, compared to $0.55 per share, or $8.4 million for the same period in 1999. Expenses for the fourth quarter are expected to be similar to the third quarter, with minimally higher net loss commensurate with the expanding clinical activities. LIQUIDITY AND CAPITAL RESOURCES We have funded our operations since inception primarily through our initial public offering and private placements of our securities, proceeds from warrant and option exercises, revenues from corporate licensing and collaborative agreements, and government sponsored research grants. 9 In March 2000, we completed a private placement of 1.2 million shares of our common stock for net proceeds of $38.8 million, after deducting fees and commissions and other expenses of the offering. In October 1999, we called for the redemption on November 19, 1999 (the Redemption Date) of our outstanding Class A Warrants for cash at the redemption price of $0.05 per warrant. Rather than surrendering the warrants for redemption, warrant holders had the option to purchase our common stock at a price of $6.02 per share before the Redemption Date. The warrant call resulted in 7.1 million, or 99.4%, of our outstanding Class A Warrants being exercised with net proceeds to us of $39.4 million, after deducting advisory fees and other related expenses. In January 1999, we completed a private placement of 2.3 million shares of our common stock for net proceeds of $5.8 million, after deducting fees and commissions and other expenses of the offering. We have entered into various agreements with research institutions, universities and other entities for the performance of research and development activities and for the acquisition of licenses related to those activities. The aggregate commitments we have under these agreements, including minimum license payments, for the next 12 months is approximately $1.5 million. Certain of the licenses provide for the payment of royalties by us on future product sales, if any. In addition, in order to maintain license and other rights while products are under development, we must comply with customary licensee obligations, including the payment of patent related costs and meeting project-funding milestones. We expect to continue to incur substantial additional operating losses from costs related to continuation and expansion of product and technology development, clinical trials and administrative activities. We believe that we currently have sufficient working capital to sustain our planned operations at least through 2003. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our cash and investment policy emphasizes liquidity and preservation of principal over other portfolio considerations. We select investments that maximize interest income to the extent possible given these two constraints. We satisfy liquidity requirements by investing excess cash in securities with different maturities to match projected cash needs and limit concentration of credit risk by diversifying our investments among a variety of high credit-quality issuers. Our average portfolio duration is 1.1 years and our weighted average interest rate is 6.94 percent. We do not use derivative financial instruments in our investment portfolio. Management believes our exposure to market rate risk is minimal and the risk of loss is remote. PART II ITEM 1. LEGAL PROCEEDINGS In March 2000, a former investor relations consultant commenced an action in the Supreme Court of the State of New York, New York County, alleging that Titan purportedly breached an agreement dated February 24, 1997, by failing to deliver certain warrants to the plaintiffs. We believe there is no merit to the plaintiff's claim and are vigorously defending the pending action. 10 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On August 28, 2000, the Company held its Annual Meeting of Stockholders. Matters voted upon at the meeting and the number of affirmative votes, negative votes, withheld votes and abstentions cast with respect to each such matter were as follows:
AFFIRMATIVE WITHHELD VOTES VOTES ----- ----- 1. Election of the Company's Directors: Louis R. Bucalo, M.D. 20,146,035 277,761 Ernst-Gunter Afting, M.D., Ph.D. 20,145,190 278,606 Victor J. Bauer, Ph.D. 20,146,035 277,761 Eurelio M. Cavalier 20,146,035 277,761 Michael K. Hsu 20,146,035 277,761 Hubert Huckel, M.D. 20,145,190 278,606 Ley S. Smith 20,146,035 277,761 Konrad M. Weis, Ph.D. 20,146,035 277,761
AFFIRMATIVE AGAINST VOTES VOTES ABSTENTIONS ----- ----- ----------- 2. Approval of the amendments to our 1998 Stock Option Plan to: (i) increase the number of shares available from 1,000,000 to 2,500,000 (ii) modify provisions for directors grants 8,654,328 7,063,760 838,118 3. Approval of the appointment of Ernst & Young LLP as independent auditors 20,223,479 15,465 184,852
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.34 Agreement and Plan of Merger by and among the Registrant, GeoMed Merger Sub Corp., and GeoMed, Inc. dated as of July 11, 2000. 27.1 Financial Data Schedule (b) Reports on Form 8-K We filed a current report on Form 8-K with the Securities Exchange Commission on July 20, 2000 to announce the acquisition of a novel and proprietary agent, gallium maltolate. 11 SIGNATURES In accordance with the requirments of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TITAN PHARMACEUTICALS, INC. November 14, 2000 By: /s/ Louis R. Bucalo ----------------------- Louis R. Bucalo, M.D. Chairman, President and Chief Executive Officer November 14, 2000 By: /s/ Robert E. Farrell -------------------------- Robert E. Farrell Executive Vice President and Chief Financial Officer 12