Exhibit 99.1
TITAN PHARMACEUTICALS, INC.
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
On September 1, 2023, Titan Pharmaceuticals, Inc. (“Titan” or the “Company”) completed the sale of certain ProNeura Assets, for approximately $2.0 million, comprised of approximately $0.5 million of cash proceeds, the Cash Note for $0.5 million and the Escrow Note for $1.0 million.
The sale constitutes a significant disposition for the purposes of Item 2.01 of Current Report on Form 8-K. The unaudited pro forma condensed balance sheet as of June 30, 2023 gives effect to the transaction as if it had occurred on June 30, 2023. The transaction accounting adjustments for the disposition consist of those necessary to account for the disposition. In addition, we have included unaudited pro forma condensed statements of operations for the six months ended June 30, 2023 and the year ended December 31, 2022.
The unaudited pro forma condensed balance sheet has been derived from the historical consolidated balance sheet prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and is presented based on information currently available. The unaudited pro forma condensed balance sheet is intended for informational purposes only and is not intended to represent the Company’s financial position had the disposition and related events occurred on the date indicated. Our actual financial condition may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
TITAN PHARMACEUTICALS, INC.
PRO FORMA CONDENSED BALANCE SHEETS
(unaudited)
(in thousands, except share and per share data)
| June 30, 2023 | Transfer Accounting | June 30, 2023 | ||||||||||
| Historical | Adjustments | Pro forma | ||||||||||
| Assets | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 105 | $ | 500 | $ | 605 | ||||||
| Restricted cash | 17 | - | 17 | |||||||||
| Receivables | 9 | - | 9 | |||||||||
| Inventory | - | - | - | |||||||||
| Prepaid expenses and other current assets | 229 | - | 229 | |||||||||
| Discontinued operations - current assets | 32 | - | 32 | |||||||||
| Notes receivable, current | - | 1,500 | 1,500 | |||||||||
| Current assets held for sale | 106 | (106 | ) | - | ||||||||
| Total current assets | 498 | 1,894 | 2,392 | |||||||||
| Property and equipment, net | 9 | - | 9 | |||||||||
| Other assets | 48 | - | 48 | |||||||||
| Operating lease right-of-use assets, net | 124 | - | 124 | |||||||||
| Noncurrent assets held for sale | 133 | (133 | ) | - | ||||||||
| Total assets | $ | 812 | $ | 1,761 | $ | 2,573 | ||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | 597 | $ | - | $ | 597 | ||||||
| Accrued clinical trials expenses | 3 | - | 3 | |||||||||
| Other accrued liabilities | 676 | 74 | 750 | |||||||||
| Operating lease liability, current | 128 | - | 128 | |||||||||
| Deferred grant revenue | 16 | - | 16 | |||||||||
| Discontinued operations – current liabilities | 190 | - | 190 | |||||||||
| Current liabilities held for sale | 236 | (236 | ) | - | ||||||||
| Total current liabilities | 1,846 | (162 | ) | 1,684 | ||||||||
| Operating lease liability, noncurrent | - | - | - | |||||||||
| Total liabilities | 1,846 | (162 | ) | 1,684 | ||||||||
| Commitments and contingencies (Note 6) | ||||||||||||
| Stockholders’ equity (deficit): | ||||||||||||
| Common stock, at amounts paid-in, $0.001 par value per share; 225,000,000 shares authorized, 15,016,295 shares issued and outstanding at June 30, 2023 and December 31, 2022. | 15 | - | 15 | |||||||||
| Additional paid-in capital | 388,473 | - | 388,473 | |||||||||
| Accumulated deficit | (389,522 | ) | 1,923 | (387,599 | ) | |||||||
| Total stockholders’ equity (deficit) | (1,034 | ) | 1,923 | 889 | ||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | 812 | $ | 1,761 | $ | 2,573 | ||||||
2
TITAN PHARMACEUTICALS, INC.
PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share amount)
(unaudited)
| Six Months Ended | Six Months Ended | |||||||||||
| June 30, 2023 | Transaction Accounting | June 30, 2023 | ||||||||||
| Historical | Adjustments | Pro forma | ||||||||||
| Revenues: | ||||||||||||
| License revenue | $ | 1 | $ | - | $ | 1 | ||||||
| Grant revenue | 180 | - | 180 | |||||||||
| Total revenues | 181 | - | 181 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development | 1,003 | - | 1,003 | |||||||||
| General and administrative | 2,463 | - | 2,463 | |||||||||
| Total operating expenses | 3,466 | - | 3,466 | |||||||||
| Loss from operations | (3,285 | ) | - | (3,285 | ) | |||||||
| Other income (expense): | ||||||||||||
| Interest income | 29 | - | 29 | |||||||||
| Other expense, net | (5 | ) | - | (5 | ) | |||||||
| Gain on sale of assets | - | 1,923 | 1,923 | |||||||||
| Other income (expense), net | 24 | 1,923 | 1,947 | |||||||||
| Net loss | $ | (3,261 | ) | $ | 1,923 | $ | (1,338 | ) | ||||
| Basic and diluted net loss per common share | $ | (0.22 | ) | $ | 0.13 | $ | (0.09 | ) | ||||
| Weighted average shares used in computing basic and diluted net loss per common share | 15,016 | 15,016 | 15,016 | |||||||||
3
TITAN PHARMACEUTICALS, INC.
PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share amount)
(unaudited)
| Year Ended | Year Ended | |||||||||||
| December 31, 2022 | Transaction Accounting | December 31, 2022 | ||||||||||
| Historical | Adjustments | Pro forma | ||||||||||
| Revenues: | ||||||||||||
| License revenue | $ | 60 | $ | - | $ | 60 | ||||||
| Grant revenue | 497 | - | 497 | |||||||||
| Total revenues | 557 | - | 557 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development | 4,758 | - | 4,758 | |||||||||
| General and administrative | 6,034 | - | 6,034 | |||||||||
| Total operating expenses | 10,792 | - | 10,792 | |||||||||
| Loss from operations | (10,235 | ) | - | (10,235 | ) | |||||||
| Other income (expense): | ||||||||||||
| Interest income | 53 | - | 53 | |||||||||
| Other expense, net | (24 | ) | - | (24 | ) | |||||||
| Gain on sale of assets | - | 1,865 | 1,865 | |||||||||
| Other income (expense), net | 29 | 1,865 | 1,894 | |||||||||
| Net loss | $ | (10,206 | ) | $ | 1,865 | $ | (8,341 | ) | ||||
| Basic and diluted net loss per common share | $ | (0.76 | ) | $ | 0.14 | $ | (0.62 | ) | ||||
| Weighted average shares used in computing basic and diluted net loss per common share | 13,434 | 13,434 | 13,434 | |||||||||
4
TITAN PHARMACEUTICALS, INC.
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(unaudited)
Note 1. Basis of Presentation
The Company's historical consolidated balance sheet has been adjusted in the preparation of the unaudited pro forma condensed balance sheet to reflect only the transaction accounting adjustments related to the sale of the ProNeura Assets. The pro forma balance sheet as of June 30, 2023 gives effect to the disposition as if it were completed on June 30, 2023.
Note 2. Pro forma Adjustments
The following adjustments have been reflected in the unaudited pro forma condensed combined financial statements:
(a) Pro forma adjustment represents a total purchase price of approximately $2.0 million comprised of approximately $0.5 million estimated cash proceeds from the sale at the closing of the transaction, the $0.5 million Cash Note due on October 1, 2023 and the $1.0 million Escrow Note due on January 1, 2024.
(b) Pro forma adjustment reflects closing transaction costs of approximately $74,000.
(c) Pro forma adjustments reflect the elimination of assets and liabilities attributable to the ProNeura Assets included in the sale as if it had occurred on June 30, 2023.
(d) Pro forma adjustment reflects an additional portion related to the estimated pre-tax gain on the sale of approximately $1.9 million, which was calculated as follows:
| (in thousands) | ||||
| Estimated consideration of the disposition, net of transaction costs (1) | $ | 1,926 | ||
| Assets of the businesses | (239 | ) | ||
| Liabilities of the businesses | 236 | |||
| Pre-tax gain on the disposition | $ | 1,923 | ||
(1) Reflects the estimated net cash consideration received, inclusive of items identified in (a) and other customary adjustments identified in (b), as if the transaction had closed on June 30, 2023.
5