United States
Securities Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Period Ended March 31, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Transition Period From ________ to ___________.
Commission file number 0-27436
TITAN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3171940
- - ------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
400 Oyster Point, Suite 505 94080
South San Francisco, CA
(Address of principal executive offices) (Zip Code)
(415) 244-4990
(Registrant's telephone number, including area code)
1505 O'Brien Drive, Menlo Park, CA 94025
(Former name, former address and formal fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
State the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date: As of May 8, 1996, there were
10,756,162 shares of Common Stock outstanding, $0.001 par value.
Traditional Small Business Disclosure Format. Yes X No
Index
Titan Pharmaceuticals, Inc.
PAGE
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets - March 31,
1996 and December 31, 1995...................................... 2
Condensed Consolidated Statements of Operations
- Three months ended March 31, 1996 and 1995
and period from commencement of operations
(July 25, 1991) to March 31, 1996............................... 3
Condensed Consolidated Statements of Cash Flows
- Three months ended March 31, 1996 and 1995
and period form commencement of operations
(July 25, 1991) to March 31, 1996............................... 4
Notes to Condensed Consolidated Financial
Statements - March 31, 1996..................................... 6
Item 2. Management's Discussion and Analysis
or Plan of Operations.......................................... 10
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................. 12
SIGNATURES................................................................ 13
1
Part I. Financial Information
TITAN PHARMACEUTICALS, INC.
(a development stage company)
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31,
1996 1995
----------------- -------------------
(Unaudited) (Note)
Assets
Current assets:
Cash and cash equivalents $ 304,733 $ 947,805
Short-term investments 8,856,555 -
Prepaid expenses and other current assets 118,516 40,071
Receivable from Ansan, Inc. 66,348 57,791
----------------- -------------------
Total current assets 9,346,152 1,045,667
Furniture and equipment, net 773,387 848,852
Investment in Ansan, Inc. 1,411,150 1,589,826
Deferred stock offering costs 25,000 522,299
Deferred financing costs 142,604 600,183
Other assets 125,344 125,344
$ 11,823,637 $ 4,732,171
================= ===================
Liabilities and Stockholders' Equity (Net Capital Deficiency)
Current liabilities:
Accounts payable $ 787,429 $ 714,896
Notes payable by Ingenex, Inc. - bridge financing - 1,500,000
Notes payable by Titan Pharmaceuticals, Inc. - bridge financing - 2,800,000
Accrued legal fees 255,994 691,368
Accrued sponsored research 94,081 304,202
Other accrued liabilities 465,776 546,057
Current portion of capital lease obligations 235,835 226,709
Current portion of technology financing - Ingenex, Inc. 512,236 494,107
Total current liabilities 2,351,351 7,277,339
Noncurrent portion of capital lease obligation 684,646 747,142
Noncurrent portion of technology financing 1,154,252 1,289,313
Commitments - -
Minority interest - Series B preferred stock of Ingenex, Inc. 1,241,032 1,241,032
Stockholders' Equity (net capital deficiency):
Preferred stock, at amounts paid in - 18,907,772
Common stock, at amounts paid in 35,271,919 745,476
Additional paid-in capital 6,186,353 6,186,353
Subscription receivable (891) -
Deferred compensation (396,000) (418,000)
Deficit accumulated during the development stage (34,669,025) (31,244,256)
----------------- -------------------
Total stockholders' equity (net capital deficiency) 6,392,356 (5,822,655)
----------------- -------------------
$ 11,823,637 $ 4,732,171
================= ===================
Note: The balance sheet at December 31, 1995 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
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2
TITAN PHARMACEUTICALS, INC.
(a development stage company)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
Period from
Incorporation
(July 25, 1991) to
THREE MONTHS ENDED MARCH 31, March 31,
1995 1996 1996
----------------- ------------------ -----------------------
Grant revenue - $ 49,705 $ 189,227
Costs and expenses:
Research and development 1,964,563 827,898 22,841,519
Acquired in-process research and development - - 686,000
General and administrative 677,112 921,193 7,485,575
----------------- ------------------ -----------------------
Total costs and expenses 2,641,675 1,749,091 31,013,094
----------------- ------------------ -----------------------
Loss from operations (2,641,675) (1,699,386) (30,823,867)
Other income (expense):
Equity in loss of Ansan, Inc. - (178,676) (635,790)
Interest income 16,527 76,422 531,180
Interest expense (114,787) (1,623,129) (3,775,467)
Other expense - net (98,260) (1,725,383) (3,880,077)
----------------- ------------------ -----------------------
Loss before minority interest (2,739,935) (3,424,769) (34,703,944)
Minority interest in losses of subsidiaries - - 34,919
Net loss $ (2,739,935) $ (3,424,769) $ (34,669,025)
================= ================== =======================
Net loss per share $ (0.38) $ (0.89)
================= ==================
Shares used in computation 7,229,183 9,916,250
================= ==================
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TITAN PHARMACEUTICALS, INC.
(a development stage company)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
Period from
Commencement
of Operations
(July 25, 1991) to
THREE MONTHS ENDED MARCH 31, March 31,
1995 1996 1996
------------------ ----------------- --------------------
Cash flows from operating activities
Net loss $ (2,739,935) $ (3,424,769) $ (34,669,025)
Adjustments to reconcile net loss to net cash used
in operating activities
Amortization and depreciation 81,950 99,024 665,749
Loss on disposal of assets 6,212 - 8,947
Accretion of discount and amortization of
deferred financing costs on bridge financing - 1,407,579 2,290,912
Equity in loss of Ansan, Inc. - 178,676 635,790
Minority interest - - (34,919)
Grant of common stock to employee - - 250
Issuance of common stock to acquire
minority interest of Theracell, Inc. - - 686,000
Changes in operating assets and liabilities:
Prepaid sponsored research 12,207 - -
Prepaid expenses and other current assets 6,383 (78,445) (118,516)
Receivable - Ansan, Inc. - (8,557) (66,348)
Other assets 14,323 - (130,309)
Accounts payable 155,816 72,533 1,021,619
Accrued legal fees (248,477) (435,374) 255,994
Accrued sponsored research 57,509 (210,121) 193,163
Other accrued liabilities 100,019 (80,281) 857,110
Net cash used in operating activities (2,553,994) (2,479,735) (28,403,583)
------------------ ----------------- -------------------
Cash flows from investing activities
Purchase of furniture and equipment (3,757) (1,559) (803,882)
Purchases of short-term investments - (8,856,555) (32,789,048)
Proceeds from sales of short-term investments - - 23,932,493
Effect of deconsolidation of Ansan, Inc. - - (135,934)
Net cash provided by (used in) investing activities (3,757) (8,858,114) (9,796,371)
------------------ ----------------- --------------------
Cash flows from financing activities
Issuance of common stock - 16,115,079 16,174,305
Offering costs (166,752) - (522,299)
Financing costs 98,565 - (810,248)
Issuance of preferred stock 2,450,123 - 17,601,443
Proceeds from notes payable - - 465,000
Repayment of notes payable (1,200,000) - (425,000)
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TITAN PHARMACEUTICALS, INC.
(a development stage company)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
Period from
Commencement
of Operations
(July 25, 1991) to
THREE MONTHS ENDED MARCH 31, March 31,
1995 1996 1996
----------------- ----------------- --------------------
Proceeds from notes and advances
payable to related parties - - 2,216,500
Repayment of notes payable to
related parties - - (1,016,500)
Proceeds for Ansan bridge financing - - 1,425,000
Proceeds from Titan and Ingenex bridge financing - - 5,250,000
Repayment of Titan and Ingenex bridge financing - (5,250,000) (5,250,000)
Proceeds from capital lease - - 658,206
Payments of principal under capital lease obligation (61,602) (53,370) (332,961)
Proceeds from Ingenex, Inc. technology financing 2,000,000 - 2,000,000
Principal payments on Ingenex, Inc.
technology financing (26,135) (116,932) (333,512)
Increase in minority interest from issuances of
preferred stock by Ingenex, Inc. - - 1,241,032
Issuance of common stock by subsidiaries - - 163,721
Net cash provided by financing activities 3,094,199 10,694,777 38,504,687
----------------- ----------------- --------------------
Net increase (decrease) in cash and cash equivalents 536,448 (643,072) 304,733
Cash and cash equivalents, beginning of period 1,346,444 947,805 -
Cash and cash equivalents, end of period $ 1,882,892 $ 304,733 $ 304,733
================= ================= ====================
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TITAN PHARMACEUTICALS, INC.
(a development stage company)
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE COMPANY AND ITS SEVERAL DEVELOPMENT STAGE SUBSIDIARIES
Titan Pharmaceuticals, Inc. (the "Company") was incorporated in
February 1992 in the State of Delaware. It is the holding company for several
development stage biotechnology companies ("the Operating Companies"). The
development stage companies, which rely significantly on third parties to
conduct sponsored research, are Ansan, Inc. ("Ansan"), Ingenex, Inc.
("Ingenex"), Theracell, Inc. ("Theracell"), and ProNeura, Inc. ("ProNeura") each
of which continues in operation, and Geneic Sciences, Inc. ("Geneic"), which
ceased operation in September 1995.
ANSAN, INC.
Ansan was incorporated in November 1992 to engage in the development of
novel analogs of butyric acid for the treatment of cancer and other disorders
characterized by abnormal cellular growth and differentiation. It was a
majority-owned consolidated subsidiary until August 1995. In August 1995, Ansan
completed an initial public offering of its securities. Such offering reduced
the Company's ownership in Ansan from approximately 95% to approximately 44%.
From August 1995, the Company has accounted for its investment in Ansan using
the equity method. Concurrent with the Ansan public offering, Ansan granted the
Company a one-year option to purchase up to 400,000 shares of Ansan common
stock. The exercise price of the option is $6.00 per share until August 1996.
Should the Company exercise its option in full, it may again hold a majority
interest in Ansan.
INGENEX, INC.
Ingenex, a majority-owned consolidated subsidiary was incorporated in
July 1991 and reincorporated in June 1992. It is engaged in the development of
gene-based therapeutics and the discovery of medically important genes for the
treatment of cancer and viral diseases. In September 1994, Ingenex issued shares
of its Series B convertible preferred stock to a third party for $1,241,032, net
of issuance costs. This transaction reduced the Company's ownership of Ingenex
from approximately 82% in the second quarter of fiscal 1994 to approximately 61%
at December 31, 1994 (or from approximately 94% to approximately 72% if
conversion of all Ingenex preferred stock is assumed).
THERACELL, INC.
Theracell was incorporated in November 1992 to engage in the
development of novel treatments for various neurologic disorders through the
transplantation of neural cells and neuron-like cells directly into the brain.
The Company's ownership in Theracell was 85% through November 1995, at which
time the Company entered into an agreement with the minority stockholders of
Theracell pursuant to which 140,000 shares of the Company's stock
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TITAN PHARMACEUTICALS, INC.
(a development stage company)
Notes to Condensed Consolidated Financial Statements
(unaudited)
were issued in exchange for all the outstanding shares of Theracell
common stock held by them. In connection with the issuance of the 140,000
shares, the Company recorded a charge for acquired in-process research and
development of $686,000. In November 1995, the former minority stockholders of
Theracell were granted an option to acquire 5% of the issued and outstanding
capital stock of Theracell. These options can be exercised at a price of $1.59
per share within a period of three (3) years from January 18, 1996. Commencing
thirty (30) days after the date Theracell's shares are first publicly traded,
the Theracell options will be subject to redemption by Theracell on thirty (30)
days' written notice at a redemption price of $0.05 per share if the "Closing
Price"(as defined therein) of Theracell's common stock for any thirty (30)
consecutive trading days ending within fifteen (15) days of the notice of
redemption averages in excess of $3.18 per share.
PRONEURA, INC.
ProNeura was incorporated in October 1995 to engage in the development
of cost effective, long term treatment solutions to neurological and psychiatric
disorders through drug delivery. At March 31, 1996, the Company owned 79% of
ProNeura.
GENEIC SCIENCES, INC.
Geneic Sciences had conducted research and development activities
pursuant to sponsored research and licensing agreements with a university, also
a minority stockholder of Geneic Sciences. In September 1995 the Company and the
university terminated the agreements, at which time all rights in the technology
licensed from the university reverted to the university and the minority
interest in Geneic Sciences held by the university was contributed to the
capital of Geneic Sciences. Geneic Sciences ceased operations at such time.
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10- QSB and Article 10
of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 1996
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1996. For further information, refer to the consolidated
financial statements and footnotes thereto included in Titan Pharmaceuticals,
Inc. annual report on Form 10-KSB for the year ended December 31, 1995.
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TITAN PHARMACEUTICALS, INC.
(a development stage company)
Notes to Condensed Consolidated Financial Statements
(unaudited)
PER SHARE DATA
For purposes of computing net share data in the three months ended
March 31, 1996, the net loss has been increased by a $5,431,871 deemed dividend
(see Note 2). Except as noted below, per share data is computed using the
weighted average number of common shares outstanding. Common equivalent shares
are excluded from the computation as their effect is antidilutive, except that,
pursuant to the Securities and Exchange Commission ("SEC") Staff Accounting
Bulletins, common and common equivalent shares (stock options, warrants and
preferred stock) issued during the period commencing 12 months prior to the
initial filing of an initial public offering at prices below the assumed public
offering price have been included in the calculation as if they were outstanding
for all periods presented (using the treasury stock method for stock options and
warrants and the if-converted method for preferred stock). Per share information
calculated on the above noted basis is as follows:
Three Months Ended
March 31,
1996 1995
---- ----
Net loss per share $ (1.19) $ (1.00)
====== ======
Shares used in calculating net
loss per share 2,306,355 8,824,159
========== ==========
Pro forma loss per share has been computed as described above and also
gives effect, pursuant to SEC policy, to common equivalent shares from
convertible preferred stock issued more than 12 months from the proposed initial
public offering that automatically converted upon completion of the Company's
initial public offering (using the if-converted method) from the original date
of issuance.
2. STOCKHOLDERS' EQUITY
UNIT OFFERING
In January 1996, the Company issued 3,200,000 units at $5.00 per unit
in the Initial Public Offering "(IPO)". Each unit consisted of one share of
common stock and one redeemable Class A warrant. The net proceeds (after
underwriter's discount and expenses, and other costs associated with the IPO)
totaled $13,955,079. At the closing of the offering, all of the Company's
outstanding preferred stock automatically converted into common stock. Each
share of Series A and Series B preferred stock was converted into 1.4310444107
and 1.8993878755 shares of common stock, respectively.
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TITAN PHARMACEUTICALS, INC.
(a development stage company)
Notes to Condensed Consolidated Financial Statements
(unaudited)
In January 1996, the Company repaid the $3,750,000 principal and
accrued interest of $105,083 related to the bridge financing with a portion of
the proceeds of the Offering. The Company also repaid Ingenex's bridge of
$1,500,000 principal and accrued interest of $87,898 at that time.
In February, 1996, the Company issued an additional 480,000 units, at
$5.00 per share, in accordance with the underwriter's over-allotment option. The
net proceeds of the underwriter's over-allotment option totaled $2,160,000.
DEEMED DIVIDEND
The holders of Series A and Series B preferred stock received common
stock in January 1996 with an aggregate fair value (at the $5.00 per share value
of the IPO) which exceeded by $5,431,871 the cost of their initial investment of
Series A and Series B preferred stock. This amount has been deemed to be the
equivalent of a preferred stock dividend. The Company recorded the deemed
dividend at the time of the conversion by offsetting charges and credits to
additional paid in capital, without any effect on total stockholders' equity
(net capital deficiency). There was no effect on net loss from the mandatory
conversion. However, the amount did increase the loss applicable to common
stock, in the calculation of net loss per share in the 1996 period.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Statements in this report that are not descriptions of historical facts
may be forward-looking statements that are subject to risks and uncertainties.
Actual results could differ materially from those currently anticipated.
Results of Operations
The Company is a development stage company which currently conducts its
operations through four operating companies: Ansan, Inc., Ingenex, Inc.,
Theracell, Inc. and ProNeura, Inc. (collectively, the "Operating Companies").
Since its inception in July 1991, the Company's efforts have been principally
devoted to acquiring licenses and technologies, research and development,
securing patent protection and raising capital. The Company has had no
significant revenue and has incurred an accumulated deficit through March 31,
1996 of approximately $34,669,000. These losses have resulted from expenditures
for research and development and general and administrative activities including
legal and professional activities, and are expected to continue for the
foreseeable future. Approximately $6,553,000 of such expenses were incurred in
connection with the activities of a subsidiary which ceased operations in 1995.
Total revenues for the three months ended March 31, 1996 ("first
quarter 1996") were approximately $50,000 from an NIH grant. There were no
revenues for the three months ended March 31, 1995 ("first quarter 1995").
Research and development expenses for first quarter 1996 were
approximately $828,000 compared with $1,965,000 for first quarter 1995, a
decrease of 58%. The decrease in such expenses reflects the deconsolidation of
Ansan, Inc effective August 1995 and the cessation of operations of Geneic
Sciences, Inc. in September 1995.
General and administrative expenses for first quarter 1996 were
approximately $921,000 compared with $677,000 for first quarter 1995, an
increase of 36%. The increase in such expenses resulted from increased insurance
expenses, rental payments which had previously been charged to Geneic, payments
for public relations and business consulting services and professional fees, the
amortization of deferred compensation expenses associated with stock option
issuances and the hiring of additional personnel.
As a result of the foregoing expenses, the Company incurred an
operating loss of approximately $1,699,000 during first quarter 1996 compared
with $2,642,000 during first quarter 1995. The Company expects to continue to
incur substantial research and development costs in the future as a result of
funding (I) ongoing research and development programs at the Operating
Companies, (ii) manufacturing of products for use in clinical trials, (iii)
patent and regulatory related expenses, and (iv) preclinical and clinical
testing of the Operating Companies' products. The Company also expects that
general and administrative costs necessary to support such research and
development activities will increase. Accordingly, the Company expects to incur
increasing operating losses for the foreseeable future.
Interest expense, net of interest income increased to approximately
$(1,547,000) during first quarter 1996 from $(98,000) during first quarter 1995.
Approximately $950,000 of the increase reflects a non-recurring charge
representing the unamortized portion of the $1,200,000 debt discount and
$458,000 of debt issuance costs relating to the Bridge Financing which was
incurred upon repayment in January 1996 of notes issued in the Bridge Financing
(the "Bridge Notes"). Approximately $179,000 of the increase reflects the
Company's share of Ansan's losses.
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10
Liquidity and Capital Resources
In January 1996, the Company completed an initial public offering of
its securities (the "IPO") which resulted in net proceeds to the Company of
approximately $8,622,000, after payment of underwriting discounts, a
non-accountable expense allowance to the underwriter and other expenses of the
offering and the repayment of the Bridge Notes and notes issued by Ingenex, Inc.
In February 1996, the underwriter of the Company's IPO exercised its
overallotment option, resulting in net proceeds to the Company, after discounts
and commissions to the underwriter, of $2,160,000.
Upon completion of the IPO, the Company's previously outstanding shares
of preferred stock were converted automatically into shares of Common Stock at
adjusted conversion prices per common share less than the public offering price
per common share. The deemed benefit to the preferred stockholders approximated
$5,400,000 which deemed benefit was recorded by offsetting charges and credits
to additional paid-in capital at the time of conversion. There will be no effect
on net income (loss) per share from the mandatory conversion. However, the
amount would reduce the income allocable to common stock, or increase the loss
allocable to common stock, in the calculation of net income (loss) per share in
the period of the conversion.
The Company expects to continue to incur substantial additional
operating losses from costs related to continuation and expansion of research
and development, including clinical trials, and increased administrative
activities over at least the next several years. The Company believes that the
proceeds of the IPO, together with available cash, will provide the necessary
liquidity and capital resources to sustain its planned operations for the 12 to
18 month period following the IPO. However, the Company's capital requirements
may change depending on numerous factors including, but not limited to, the
progress of the Operating Companies' research and development programs, the
results of clinical studies, the timing of regulatory approvals, technological
advances, determinations as to the commercial potential of the Company's
products, and the status of competitive products.
It is not anticipated that the Company or any of the Operating
Companies will have the resources necessary to conduct the several phases of
clinical testing in human subjects necessary to complete development and to
commercialize any products. The Company's strategy will continue to be to seek
public or private financing for the Operating Companies through the sale of
securities or corporate partnering arrangements at such time as their stage of
development and working capital requirements permit such outside financing in
order to reduce their financial dependence on the Company and enable the Company
to continue to expand its product portfolio through acquisitions. There can be
no assurance that financing from such sources or others will be available to any
of the Operating Companies. In the event that the Company fails to raise any
funds it requires, it may be necessary for the Company to outlicense rights it
would prefer to retain or significantly curtail its activities or cease
operations.
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PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1* -- Restated Certificate of Incorporation of the Registrant
3.2* -- Form of Amendment to Restated Certificate of Incorporation of the
Registrant
3.3* -- By-laws of the Registrant
4.3* -- Form of Warrant Agreement
4.4* -- Form of Underwriter's Unit Purchase Option
4.5* -- Amended and Restated Investor Rights Agreement between the
Registrant and the holders of Series and Series A and Series B
Preferred Stock
+10.19 -- License Agreement between Theracell, Inc. and the University of
South Florida dated March 15, 1996
11 -- Computation of net loss per share
- - ---------------------------
+ Confidential treatment has been requested with respect to portions of this
exhibit.
* Incorporated by reference from the Company's Registration Statement on
Form SB-2 (File No.33-99386)
(b) No reports on Form 8-K were filed during the three months ended
March 31, 1996.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TITAN PHARMACEUTICALS, INC.
May 15, 1996 By: /S/ LOUIS R. BUCALO
-----------------------------
Louis R. Bucalo, President
May 15, 1995 By: /S/ CAROL DARBY
-----------------------------
Carol Darby, Chief Accounting
Officer
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EXHIBIT INDEX
3.1* -- Restated Certificate of Incorporation of the Registrant
3.2* -- Form of Amendment to Restated Certificate of Incorporation of the
Registrant
3.3* -- By-laws of the Registrant
4.3* -- Form of Warrant Agreement
4.4* -- Form of Underwriter's Unit Purchase Option
4.5* -- Amended and Restated Investor Rights Agreement between the
Registrant and the holders of Series and Series A and Series B
Preferred Stock
+10.19 -- License Agreement between Theracell, Inc. and the University of
South Florida dated March 15, 1996
11 -- Computation of net loss per share
- - ---------------------------
+ Confidential treatment has been requested with respect to portions of this
exhibit.
* Incorporated by reference from the Company's Registration Statement on
Form SB-2 (File No.33-99386)