Current Report Filing (8-k)
September 01 2020 - 6:04AM
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):
August 31, 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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¨
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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. ¨
Item 5.07. Submission of Matters to a Vote of Security
Holders.
Following an adjournment on August 12, 2020, a special meeting
of the stockholders of Titan Pharmaceuticals, Inc. (the “Special Meeting”) was reconvened on August 31, 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 Friday, September 18, 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, and under Delaware law the affirmative vote of holders
of at least 47,830,178 shares is required to implement the Amendment.
As of the close of business on August 31, 2020, we need
additional favorable votes from less than 1.5% of the Record Date shares to effect the authorized share increase. As of such
date, approximately 32% of the Record Date shares had not yet been voted.
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 31, 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: Sunil Bhonsle
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Title: Chief Executive Officer
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