Current Report Filing (8-k)
October 03 2018 - 4:54PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
October 3, 2018
Titan
Pharmaceuticals, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation)
001-13341
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94-3171940
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(Commission File Number)
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(IRS Employer
Identification No.)
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400
Oyster Point Blvd., Suite 505, South San Francisco, CA
94080
(Address of principal executive offices
and zip code)
650-244-4990
(Registrant's telephone number including
area code)
(Registrant's 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 registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under
the Exchange Act (17 CFR 240.14a-12(b))
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Item 8.01 Other Events.
Over-Allotment Option Exercise
On October 3, 2018, Titan Pharmaceuticals, Inc., a
Delaware corporation (the “Company”), completed the sale of 3,800,000 shares of common stock at a purchase price
of $.24 per share in connection with the exercise of the over-allotment option by A.G.P./Alliance Global Partners, as
representative of the underwriters of the Company’s previously announced public offering of common stock, convertible
preferred stock and warrants to purchase common stock (the “Offering”).
Nasdaq Compliance
On April 9, 2018, the Company received a letter from the Listing
Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it was no longer in compliance
with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule
5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2,500,000. The letter noted that the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2017 reported stockholders’ equity of $857,000. Nasdaq
subsequently provided the Company with 180 calendar days, or until October 8, 2018, to regain compliance with the minimum stockholders’
equity standard.
On September 25, 2018, the Company announced the completion
of the Offering. With the exercise of the over-allotment option, the aggregate net proceeds of the Offering to the Company, after
deducting underwriting discounts and commissions and other expenses, were approximately $9,400,000. As a result of the Offering,
the Company believes that as of the date hereof it has regained compliance with the minimum stockholders’ equity requirement.
Nasdaq will continue to monitor the Company’s ongoing compliance with Nasdaq Listing Rule 5550(b) (1) and, if at the time
of the Company’s next periodic report or thereafter it does not evidence compliance with the stockholders’ equity requirement
or otherwise fails to comply with Nasdaq’s requirements for continued listing, Nasdaq may take steps to de-list the common
stock.
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 thereunto duly authorized.
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TITAN PHARMACEUTICALS, INC.
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By:
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/s/ Sunil Bhonsle
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Name:
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Sunil Bhonsle
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Title:
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Chief Executive Officer and President
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Dated: October 3, 2018
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