UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| 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. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). |
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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: March 21, 2024
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