Current Report Filing (8-k)
December 20 2019 - 5:14PM
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):
December 20, 2019
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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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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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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¨
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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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¨
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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. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001
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TTNP
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Nasdaq Capital Market
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Item 5.07. Submission of Matters to a Vote of Security
Holders.
Titan Pharmaceuticals, Inc. (the “Company” or “Titan”)
held its annual meeting of stockholders on December 20, 2019 (the “Annual Meeting”). On November 18, 2019, the
record date for the Annual Meeting, there were 55,547,612 shares of Titan common stock entitled to be voted at the Annual Meeting,
59.4% of which were represented in person or by proxy.
The final results for each of the matters submitted to a vote
of Titan’s stockholders at the Annual Meeting are as follows:
1.
Election of Directors
Stockholders elected
all of the seven nominees for director for one-year terms expiring on the next annual meeting of stockholders. The voting results
were as follows:
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FOR
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WITHHELD
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BROKER NON-VOTE
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Joseph A. Akers
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6,657,919
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2,825,665
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23,511,827
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Sunil Bhonsle
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5,622,936
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3,860,648
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23,511,827
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Katherine DeVarney
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6,870,105
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2,613,479
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23,511,827
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M. David MacFarlane
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6,642,829
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2,840,755
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23,511,827
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James R. McNab, Jr.
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6,648,107
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2,835,477
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23,511,827
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Marc Rubin
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6,641,152
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2,842,432
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23,511,827
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Scott A. Smith
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6,734,570
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2,749,014
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23,511,827
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2.
Adoption of the Amendments to the 2015 Omnibus Incentive Plan
Stockholders did not
approve the proposed amendments to the 2015 Omnibus Incentive Plan to increase the number of shares of common stock authorized
for issuance thereunder and to increase the number of shares that may be granted as awards to any individual in a single year.
The voting results were as follows:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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3,826,281
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4,950,188
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707,115
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23,511,827
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3.
Ratification of Independent Registered Public Accounting Firm
Stockholders ratified
the reappointment of OUM & Co. LLP to serve as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2019. The voting results were as follows:
FOR
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AGAINST
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ABSTAIN
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29,470,503
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2,066,496
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1,458,412
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4.
Advisory Vote on Executive Compensation
Stockholders did not
approve the compensation of the Company’s named executive officers for the year ended December 31, 2018 as disclosed in the
proxy statement. The voting results were as follows:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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3,388,283
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5,737,893
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357,408
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23,511,827
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On November 14, 2019,
prior to the record date for the Annual Meeting, the Company disclosed in its Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission (the “SEC”) that Titan’s Executive Chairman and Chief Executive Officer had voluntarily
agreed to a 50% reduction in their base salaries effective January 1, 2020 through June 30, 2020 as part of the Company’s
overall efforts to preserve cash.
With respect to the proposal
to amend the Company’s certificate of incorporation to effect a reverse split of the common stock within a range from 1-for-5
to 1-for-15, with the exact ratio to be determined by Titan’s board of directors (a “Reverse Split”), the proposal
received a substantial favorable vote at the Annual Meeting, but did not receive the vote required for approval under the Delaware
General Corporation Law, which requires the affirmative vote of holders representing a majority of the voting power of all shares
of outstanding stock as of the Record Date. In order to allow for additional voting on this proposal, the Chairman of the meeting
determined, in his discretion, to adjourn the Annual Meeting with respect to this proposal (and only this proposal). The Company
will include the results of the votes taken on this proposal at the resumed meeting in an amendment to this Current Report on Form
8-K, or a new Current Report on Form 8-K, to be filed with the SEC within four business days after the vote on the proposal is
concluded.
Item 7.01 Regulation
FD Disclosure
In order to allow for
additional voting on the proposal to amend Titan’s certificate of incorporation to effect a Reverse Split (as described above),
the Chairman determined, in his discretion, to adjourn the Annual Meeting with respect to this proposal until Thursday, January
17, 2020, at 9:00 a.m. Pacific Standard Time. The resumed meeting can be attended using the same access information that was used
initially for the Annual Meeting, the details of which are set forth in the Definitive Proxy Statement filed by the Company with
the SEC on November 20, 2019.
Voting has been closed
on the election of directors and each of the other proposals before the Annual Meeting other than the proposal to approve a Reverse
Split, and the results of the votes taken at Annual Meeting on those closed matters is set forth above in Item 5.07.
SIGNATURE
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.
Dated: December 20, 2019
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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
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