Additional Proxy Soliciting Materials (definitive) (defa14a)
August 13 2020 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
August 12, 2020
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)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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TTNP
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Nasdaq Capital Market
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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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x
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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. ¨
EXPLANATORY NOTE
This Form 8-K/A amends the Current Report on Form 8-K,
dated and filed as of August 12, 2020 (the “Form 8-K”), to amend the date of the Special Meeting in the Form 8-K which
was originally indicated as Friday, August 31, 2020 to Monday, August 31, 2020. No other changes have been made to the Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
Following an adjournment on July 16, 2020, a special meeting
of the stockholders of Titan Pharmaceuticals, Inc. (the “Special Meeting”) was reconvened on August 12, 2020 for the
sole purpose of seeking approval of a proposal to amend our certificate of incorporation to increase the number of authorized shares
of common stock (the “Amendment”). In order to allow for additional voting on the Amendment, the Chairman determined,
in his discretion, to further adjourn the Special Meeting until Monday, August 31, 2020, at 1:00 p.m. Pacific Standard Time.
The Amendment requires the favorable vote of a majority of
our outstanding shares of common stock as of May 22, 2020, the record date for the Special Meeting (the “Record
Date”). On the Record Date, there were 95,660,355 shares of common stock outstanding, which requires the affirmative
vote of holders of at least 47,830,178 shares to implement the Amendment. As of the close of business on August 11, 2020,
approximately 3,422,000 additional favorable votes (less than 3.6% of the Record Date shares) are needed to file the Amendment and
effect the authorized share increase.
Approval of the Amendment and the resulting ability to judiciously
raise capital is critical to enable us to expand sales of Probuphine® pursuant to our recently announced co-promotion partnership
with Indegene, Inc. and fund other product development efforts over the next few years. Our current cash resources are only sufficient
to fund our operations into October 2020 and if we fail to obtain approval of the Amendment and raise the operating capital we
require, we may need to cease operations. All of our assets, including our intellectual property, have been pledged to secure our
outstanding loans and in the event we are unable to meet our obligations or otherwise default under such loans, our assets could
be in jeopardy of foreclosure and forfeiture.
The resumed meeting can be attended using the same access information
that was used initially for the Special Meeting, the details of which are set forth in the Definitive Proxy Statement we filed
with the SEC on May 22, 2020. The fastest and easiest way to vote is to call 866-619-4651 and speak with a proxy voting specialist
Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern Time.
Item 8.01. Other Events
The information set forth above in Item 5.07 is hereby incorporated
by reference in its entirety.
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: August 12, 2020
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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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