UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 15, 2022, following the special meeting of the stockholders of Titan Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Titan”) described in Item 5.07 below, the newly reconstituted board of directors of the Company (the “Board”) took the following actions:
| ● | David E. Lazar was appointed to serve as Titan’s interim Chairman of the Board and Chief Executive Officer. Mr. Lazar, age 32, has served as the Chief Executive Officer of Custodian Ventures LLC, a company which specializes in assisting distressed public companies through custodianship, since February 2018, and Activist Investing LLC, an actively managed investment fund, since March 2018. Previously, Mr. Lazar served as Managing Partner at Zenith Partners International Inc., a boutique consulting firm, from July 2012 to April 2018. Mr. Lazar replaces Dr. Marc Rubin, formerly Executive Chairman and Chief Executive Officer of Titan. Dr. Rubin remains a member of the Board. |
| ● | The Board established a Strategic Committee comprised of David Lazar (chair), Avraham Ben-Tzvi, Eric Greenberg and David Natan to oversee the Company’s review of strategic alternatives. |
| ● | The Board expanded its existing committees with the appointment of (i) Messrs. Ben-Tzvi, McMurdo and Natan to serve as members of the Audit Committee; (ii) Messrs. Ben-Tzvi, Chasey and Greenberg to serve as members of the Nominating and Corporate Governance Committee and (iii) Messrs. Ben-Tzvi, Chasey, Greenberg and Natan to serve as members of the Compensation Committee with Mr. Natan elected as the new chair of the Compensation Committee. |
| ● | In connection with their election to the Board, each of Avraham Ben-Tzvi, Peter L. Chasey, Eric Greenberg, Matthew C. McMurdo and David Natan were granted options to purchase 25,000 shares of the Company’s common stock at an exercise price of $1.52 per share, being the closing price of the Company’s shares of common stock and the fair market value as defined under the Titan 2015 Omnibus Incentive Plan (the “2015 Plan”) on the grant date, which options vest in twelve equal monthly allotments through the first anniversary of the date of grant and are conditioned only on the approval by the Company’s stockholders of an increase in the authorized number of shares available for issuance under the 2015 Plan. Each of Messrs. Ben-Tzvi, Chasey, Greenberg, McMurdo and Natan will also be entitled to receive cash compensation on the same basis as the Company’s other non-employee members of the Board, prorated for the duration of their term through the Company’s 2022 annual meeting of stockholders. |
Item 5.07. Submission of Matters to a Vote of Security Holders.
A special meeting of the Company’s stockholders (the “Special Meeting”) was held on August 15, 2022 at the request of Activist Investing LLC and David E. Lazar. (collectively, “Activist”) in accordance with the Company’s bylaws. On July 22, 2022, the record date for the Special Meeting, there were 14,629,217 shares of Titan common stock entitled to be voted at the Special Meeting. At the Special Meeting, 39.62% of such shares were represented in person or by proxy.
The final results for each of the matters submitted to a vote of Titan’s stockholders at the Special Meeting are as follows:
1. Expansion of Board
Stockholders voted to increase the size of the Board by six (6) members, so that the Board will be constituted by eleven (11) members in total. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 5,480,993 | 280,015 | 35,505 |
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2. Election of Directors
Stockholders elected all of Activist’s six nominees for director to serve until the next annual meeting of stockholders and until their successors are elected and are qualified. The voting results were as follows:
| FOR | WITHHELD | |||
| Avraham Ben-Tzvi | 5,510,631 | 285,882 | ||
| Peter L. Chasey | 5,506,131 | 290,382 | ||
| Eric Greenberg | 5,511,131 | 285,382 | ||
| David E. Lazar | 5,506,131 | 290,382 | ||
| Matthew C. McMurdo | 5,506,131 | 290,382 | ||
| David Natan | 5,511,131 | 285,382 |
Item 8.01. Other Events.
On August 16, 2022, the Company issued a press release announcing the election of all six of Activist’s nominees to the Board at the Special Meeting. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated August 16, 2022. | |
| 104 | Cover Page Interactive Data File (embedded with the inline XBRL document). |
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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.
| Dated: August 16, 2022 | TITAN PHARMACEUTICALS, INC. | |
| By: | /s/ David E. Lazar | |
| Name: David E. Lazar | ||
| Title: Chief Executive Officer | ||
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