FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TITAN PHARMACEUTICALS INC [ TTNP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2025 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
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Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/01/2025 | D | 3,313 | D | (1) | 0 | D |
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option to Purchase Common Stock | (2) | 10/01/2025 | D | 1,250 | (2) | (2) | Common Stock | 1,250 | (2) | 0 | D | ||||
Option to Purchase Common Stock | (2) | 10/01/2025 | D | 5,000 | (3) | (3) | Common Stock | 5,000 | (3) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the Merger and Contribution and Share Exchange Agreement, dated as of August 19, 2024 (the "Merger Agreement"), by and among Titan Pharmaceuticals, Inc. ("Titan"), Black Titan Corporation ("Black Titan"), TTNP Merger Sub, Inc., a direct wholly owned subsidiary of Black Titan ("Merger Sub") and TalenTec Sdn. Bhd, in exchange for 1 ordinary share of Black Titan common stock for each share of Titan common stock on the effective date of the merger (the "Merger"). |
2. Options issued pursuant to Titan's 2015 Omnibus Equity Incentive Plan with an exercise price equal to the closing price of Titan's common stock on August 15, 2022. These options were assumed by Black Titan in the Merger and exchanged for 1 Black Titan option for each Titan option. |
3. Options issued pursuant to Titan's 2015 Omnibus Equity Incentive Plan with an exercise price equal to the closing price of Titan's common stock on September 15, 2022. These options were assumed by Black Titan in the Merger and exchanged for 1 Black Titan option for each Titan option. |
/s/ Avraham Ben-Tzvi | 10/08/2025 | |
** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.