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. 5)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)
June 21, 2023
(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
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |
| 14 |
TYPE OF REPORTING PERSON
IN | |
| 1 |
| 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
0 | |
| 9 |
SOLE DISPOSITIVE POWER
- 0 - | |
| 10 |
SHARED DISPOSITIVE POWER
0 | |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |
| 14 |
TYPE OF REPORTING PERSON
OO | |
| 2 |
The following constitutes Amendment No.5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On June 21, 2023, the Reporting Persons entered into a Share Transfer Agreement pursuant to which they sold all of their Shares of the Issuer and ceased to be beneficial owners of 5% of the Common Stock of the Issuer. Mr. Lazar will remain as Chief Executive Officer and Chairman of the Board of the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (e) are hereby amended and restated to read as follows:
| A. | Activist Investing |
| (a) | Activist Investing does not currently own any Shares of the Issuer. |
| (b) | Not applicable. |
| B. | Mr. Lazar |
| (a) | Mr. Lazar does not currently own any Shares of the Issuer. |
| (b) | Not applicable. |
| (c) | The transactions in the Shares by the Reporting Persons since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (d) | Not applicable. |
| (e) | On June 21, 2023, the Reporting Persons sold all of their Shares of the Issuer then held and ceased to be beneficial owners of 5% of the Common Stock of the Issuer. Accordingly, this Amendment No. 5 constitutes an exit filing for the Reporting Person. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On June 21, 2023, the Reporting Persons entered into and closed a Share Transfer Agreement with Choong Choon Hau, pursuant to which the Reporting Persons sold all of their Shares in the Company (excluding equity based compensation) to Mr. Choong. The foregoing description of the Share Transfer Agreement is qualified in its entirety by reference to the full text of the Share Transfer Agreement, which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
| 3 |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
| 99.3 | Share Transfer Agreement, dated June 21, 2023. |
| 4 |
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: June 23, 2023
| ACTIVIST INVESTING LLC | |||
| By: |
/s/ David E. Lazar | ||
| Name: | David E. Lazar | ||
| Title: | Chief Executive Officer | ||
| /s/ David E. Lazar | |
| DAVID E. LAZAR |
| 5 |
SCHEDULE A
Transaction in the Shares During the Past Sixty Days
David E. Lazar
Shares Sold |
Price Per Share($) |
Date of Sale | ||
3,747,969 |
$1.23 |
June 21, 2023 |