UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 4.02 |
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review |
On April 1, 2024, the Board of Directors (the “Board”) of Titan Pharmaceuticals, Inc. (the “Company”), upon the recommendation of the Audit Committee of the Board and after considering the recommendations of management, concluded that our previously released financial statements for the quarterly period ended September 30, 2023 (the “Non-Reliance Period”) should no longer be relied upon. In connection with the preparation of the Company's consolidated financial statements for the year ended December 31, 2023, management concluded that there was $406,000 inappropriately classified as an issuance cost associated with the issuance of the Company’s Series AA Convertible Preferred Stock which should have been classified operating expense in its previously issued unaudited condensed financial statements for the three and nine-month periods ended September 30, 2023.
The Board concluded that it is appropriate to correct the errors in accounting in the Company’s financial statements for the Non-Reliance Period included in the associated Quarterly Reports on Forms 10-Q for the Non-Reliance Period, filed with the Securities Exchange Commission (the “SEC”), by restating such unaudited financial information because the errors in the financial statements are material to the financial statements for the Non-Reliance Period. The Company will disclose in its upcoming Annual Report on Form 10-K for the year ended December 31, 2023, the restated financial statements for the Non-Reliance Period (the “Restatements”). As a result, the unaudited financial statements for the Non-Reliance Period should no longer be relied on. Similarly, any previously issued or filed reports, press releases, earnings releases, and investor presentations or other communications describing the Company’s financial statements and other related financial information covering the Non-Reliance Period should no longer be relied upon.
The Company has determined the exact amount and full effect of the error in the financial statements for the Non-Reliance Period. The error does not change the cash position of the Company at the end of the Non-Reliance Period.
Management has assessed the effect of these Restatements on the Company’s internal control over financial reporting and its disclosure controls and procedures. The Company expects to report at least one material weakness as a result of its analysis of the cause of these Restatements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. The existence of one or more material weaknesses precludes a conclusion by management that the Company’s disclosure controls and procedures and internal control over financial reporting are effective. As a result of the material weakness or material weaknesses, the Company believes that its internal control over financial reporting was not effective, and its disclosure controls and procedures were not effective for the Non-Reliance Period.
The Company’s management and the Board have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.
| 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: April 1, 2024
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