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): January 15, 2021
Titan Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
|(Commission File Number)||(IRS Employer Identification No.)|
400 Oyster Point Blvd., Suite 505, South San Francisco, CA 94080
(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 report)
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:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement 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 1.01. Entry into Material Definitive Agreement
On January 15, 2021, Titan Pharmaceuticals, Inc. (the “Company” or “Titan”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several accredited institutional investors (the “Purchasers”) pursuant to which the Company shall issue to the Purchasers, in a registered direct offering, an aggregate of 2,725,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), for a purchase price per share of $3.55 for aggregate gross proceeds to the Company of approximately $9.7 million, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. The Shares are being offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-230742), which was declared effective on April 24, 2019 (the “Registration Statement”).
Pursuant to the terms of the Purchase Agreement, Titan has agreed to certain restrictions on future stock offerings, including that during the 45-day period following the closing, the Company will not issue (or enter into any agreement to issue) any shares of Common Stock or Common Stock equivalents, subject to certain exceptions, and will not file any registration statements.
In a concurrent private placement, the Company is also selling to the Purchasers warrants to purchase an aggregate of 2,725,000 shares of Common Stock at an exercise price of $3.55 (the “Warrants”). The Warrants will be exercisable immediately and will expire five years and six months following the issuance date. The exercise price of the Warrants and the shares of the Common Stock issuable upon the exercise of the Warrants (the “Warrant Shares”) will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrants. The Warrants will be exercisable on a “cashless” basis in certain circumstances.
The Warrants and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. The Company has agreed to file a registration statement on Form S-1 to register the resale of the Warrant Shares within 30 days of the date of the Purchase Agreement and to use its commercially reasonable efforts to obtain effectiveness of such registration statement within 181 days following the closing of the offering.
The Purchasers are “accredited investors” as defined under the Securities Act. The Purchasers, either alone or together with their respective representatives, have enough knowledge and experience to be considered sophisticated investors, have access to the type of information normally provided in a prospectus for a registered securities offering, and have agreed not to resell or distribute the Warrants or the Warrant Shares to the public except pursuant to an effective registration statement under the Securities Act or an exemption thereto.
Maxim Group LLC acted as the sole placement agent (the “Placement Agent”) on a “reasonable best efforts” basis, in connection with the offering. A copy of the Placement Agency Agreement, dated as of January 15, 2021, by and between the Company and the Placement Agent is attached hereto as Exhibit 10.2 and incorporated herein by reference (the “Placement Agency Agreement”). Pursuant to the Placement Agency Agreement, the Placement Agent will be entitled to a cash fee of 7% of the gross proceeds paid to Titan for the securities and reimbursement of certain out-of-pocket expenses.
The foregoing summaries of the offering, the securities to be issued in connection therewith, the Purchase Agreement, the Placement Agency Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents. Copies of the form of Purchase Agreement, the Placement Agency Agreement and the form of Warrant are attached hereto as Exhibits 10.1, 10.2 and 4.1, respectively, and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities
Please see the disclosure regarding the Warrants and the Warrant Shares set forth under Item 1.01, which is incorporated by reference into this Item 3.02.
Item 8.01. Other Events
On January 15, 2021, the Company issued a press release regarding the transaction described in Item 1.01, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
The following exhibit is filed herewith:
|4.1||Form of Warrant|
|5.1||Opinion of Loeb & Loeb LLP|
|10.1||Form of Securities Purchase Agreement|
|10.2||Placement Agency Agreement|
|23.1||Consent of Loeb & Loeb LLP (included in Exhibit 5.1)|
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.
|Dated: January 19, 2021||TITAN PHARMACEUTICALS, INC.|
|By:||/s/ Kate Beebe Devarney, Ph.D.|
|Name:||Kate Beebe Devarney, Ph.D.|
|Title:||President and Chief Operating Officer|