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Washington, DC 20549






Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report: March 18, 2024

(Date of earliest event reported)



(Exact name of registrant as specified in its charter)


Delaware   001-13341   94-3171940
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


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

(Address of principal executive offices, including zip code)



(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:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   TTNP   Nasdaq Capital Market


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 3.02.Unregistered Sale of Equity Securities.


On March 18, 2024, Titan Pharmaceuticals, Inc. (the “Company”) issued 54,132 shares of the Company’s common stock, par value $0.001 (the “Common Stock”) to Choong Choon Hau in connection with the conversion of the $500,000 unpaid principal amount and accrued interest of the Convertible Promissory Note between the Company and Mr. Hau (the “Convertible Note”). Pursuant to the terms of the Convertible Note, Mr. Hau was permitted to convert the unpaid principal amount and accrued interest thereof into shares of Common Stock at a conversion price of $9.32 per share at any time following the issuance date of August 8, 2023. Following the conversion of the Convertible Note, Mr. Hau owns approximately 241,531 shares of the Company’s Common Stock, or approximately 26.4% of the shares outstanding.


The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 3(a)(9) of the Securities Act. The sale of the Convertible Note and the terms thereof were previously disclosed in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2024. 


Item 9.01.Financial Statements and Exhibits.




Exhibit No.   Description
104   Cover Page Interactive Data (embedded within the Inline XBRL document).







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.


  By: /s/ David E. Lazar
    David E. Lazar
    Chief Executive Officer


Date:     March 21, 2024