UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report: February 28, 2023

(Date of earliest event reported)

TITAN PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

400 Oyster Point Blvd., Suite 505, South San Francisco, CA 94080

(Address of principal executive offices, including zip code)

650-244-4990

(Registrant’s telephone number, including area code)

Not Applicable

(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 the 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 under the Exchange Act (17 CFR 240.14a-12)

☐ 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))

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

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 8.01. Other Events.

As reported by Titan Pharmaceuticals, Inc. (the “Company”) in its Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Commission”) on January 4, 2023, the Company received a notice (the “Notice”) from the Nasdaq Listing Qualifications Staff of The Nasdaq Capital Market (“Nasdaq”) that the Company was not in with Listing Rules 5620(a) and 5810(c)(2)(G) as a result of its failure to hold an annual shareholder meeting within twelve months of the December 31, 2021 fiscal year end.

The Company subsequently requested an extension, through June 29, 2023, to hold a combined annual meeting of stockholders for 2022 and 2023 (the “Annual Meeting”). On February 28, 2023, Nasdaq granted the Company’s request for an extension through June 29, 2023 to hold a combined Annual Meeting.

The Company previously reported on its Current Report on Form 8-K, filed with the Commission on February 9, 2023, that the Company planned to hold the Annual Meeting on April 14, 2023. As a result of Nasdaq’s determination, the Company intends to reschedule the combined Annual Meeting for a date no later than June 29, 2023.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits

SIGNATURES

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.