UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Asset Purchase Agreement
On August 25, 2023, Titan Pharmaceuticals, Inc. (the “Titan” or the “Company”) entered into an Amendment and Extension Agreement (the “Amendment”) with respect to that certain asset purchase agreement dated as of July 26, 2023 (the “Asset Purchase Agreement”) with Fedson, Inc., a Delaware corporation (“Fedson”) relating to the sale of certain ProNeura assets including Titan’s portfolio of drug addiction products, in addition to other early development programs based on the ProNeura drug delivery technology (the “ProNeura Assets”).
Under the terms of the Amendment, Fedson will purchase the ProNeura Assets from the Company for a purchase price of $2 million, consisting of (i) $500,000 in readily available funds, to be paid in full on the Closing Date (the “Closing Cash”), (ii) $500,000 in the form of a promissory note due and payable on October 1, 2023 (the “Cash Note”) and (iii) $1,000,000 in the form of a promissory note due and payable on January 1, 2024 (the “Escrow Note”, and together with the Closing Cash and the Cash Note, the “Closing Consideration”). On the Closing Date, Fedson will deliver to the Company a written guaranty by a principal of Fedson of all of Fedson’s obligations under both the Cash Note and Escrow Note. The Amendment extends the Closing Date to September 1, 2023. In consideration for such extension, Fedson paid the Company an advance of $250,000 against the Closing Consideration.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, a copy of which is filed as Exhibit 10.1 hereto.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1* | Amendment and Extension Agreement between Titan Pharmaceuticals, Inc. and Fedson, Inc., dated as of August 25, 2023. | |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). |
| * | Certain identified information has been excluded (denoted by the symbol “[****]”) from the exhibit because such information is both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The Registrant agrees to furnish supplemental copies of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
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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.
| TITAN PHARMACEUTICALS, INC. | ||
| By: | /s/ David E. Lazar | |
|
David E. Lazar Chief Executive Officer | ||
Date: August 30, 2023
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