UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)1
Titan Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
888314606
(CUSIP Number)
DAVID E. LAZAR
Villa 1, 14-43rd Street
Jumeirah 2
Dubai, United Arab Emirates
(646) 768-8417
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 15, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued
on following pages)
| 1 | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSONS
DAVID E. LAZAR | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO, PF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
| |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Portugal, Israel | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
3,331,402 |
| 8 | SHARED VOTING POWER
359,066 | |
| 9 | SOLE DISPOSITIVE POWER
3,331,402 | |
| 10 | SHARED DISPOSITIVE POWER
359,066 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,690,468 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2% | |
| 14 | TYPE OF REPORTING PERSON
IN | |
2
| 1 | NAME OF REPORTING PERSONS
ACTIVIST INVESTING LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
| |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
New York | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
- 0 - |
| 8 | SHARED VOTING POWER
359,066 | |
| 9 | SOLE DISPOSITIVE POWER
- 0 - | |
| 10 | SHARED DISPOSITIVE POWER
359,066 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,066 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5% | |
| 14 | TYPE OF REPORTING PERSON
OO | |
3
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
As previously disclosed, on July 8, 2022, the Reporting Persons delivered a special meeting request letter to the Issuer in accordance with the Issuer’s Bylaws to call a special meeting of the Issuer’s stockholders (the “Special Meeting”) to expand the size of the Issuer’s Board of Directors (the “Board”) by six (6) members and elect Activist Investing’s slate of highly qualified nominees, Avraham Ben-Tzvi, Peter L. Chasey, Eric Greenberg, David E. Lazar, Matthew C. McMurdo and David Natan (collectively, the “Nominees”), to fill the resulting vacancies.
On August 15, 2022, the Special Meeting was duly called and held and the Issuer’s stockholders voted to approve the expansion of the size of the Board by six (6) members to eleven (11) directors in total and elect each of the Nominees to the Board.
Following the Special Meeting, the Board met to approve the appointment of Mr. Lazar as Interim Chairman and Chief Executive Officer of the Issuer. Mr. Lazar was also appointed to serve as Chair of the Strategic Committee established by the Board to lead the Issuer’s continuing review of strategic alternatives.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 17, 2022
| ACTIVIST INVESTING LLC | |||
| By: | /s/ David E. Lazar | ||
| Name: | David E. Lazar | ||
| Title: | Chief Executive Officer | ||
| /s/ David E. Lazar | |
| DAVID E. LAZAR |
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