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): October 25, 2020

Titan Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

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)

Securities registered pursuant to Section 12(b) of the Act:

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:

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 1.01. Entry into a Material Definitive Agreement.

On October 25, 2020, Titan Pharmaceuticals, Inc. (the “Company” or “Titan”) entered into a Debt Settlement and Release Agreement (the “Agreement”) with Molteni & C. dei F.lli Alitti Società di Esercizio S.p.A (“Molteni) and Horizon Credit LLC II (“Horizon”) pursuant to which the parties agreed to settle all of Titan’s obligations under the Amended and Restated Venture Loan and Security Agreement dated as of March 21, 2018, as amended (the “Loan Agreement”).

Under the terms of the Agreement, Molteni and Horizon agreed to settle the approximately $5,200,000 of outstanding indebtedness ($4,000,000 principal amount and approximately $1,200,000 in final payments) in exchange for the payment by Titan of $1,600,000 in cash, the transfer of certain Probuphine assets to Molteni, including the manufacturing equipment located at DPT Laboratories, Inc., certain inventory and non-U.S. Probuphine intellectual property, and the termination of Titan’s rights to future payments under the Asset Purchase, Supply and Support Agreement by and between Titan and Molteni.

The closing of the Settlement Agreement is subject to customary closing conditions and Titan’s completion of a financing that will enable it to make the cash payments thereunder.

The Settlement Agreement and a copy of the press release issued on October 26, 2020 are attached to this Current Report on Form 8-K as Exhibits 10.1 and 99.1, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith:

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.