UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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| (State or other jurisdiction of incorporation) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 8, 2024, Titan Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware in order to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-20 (the “Reverse Split”). The Amendment does not affect the par value of the Company’s common stock.
The Amendment provides that the Reverse Split will become effective on January 8, 2024 at 5:00 p.m. Eastern Time, at which time every 20 shares of the Company’s issued and outstanding common stock will automatically be combined and converted into 1 share of common stock. Beginning with the opening of trading on Tuesday, January 9, 2024, the Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “TTNP,” but will trade on a split-adjusted basis under a new CUSIP number, 888314705.
The Amendment effecting the Reverse Split was approved by the stockholders of the Company at the Company’s Special Meeting of Stockholders held on December 27, 2023. In connection with approving the Reverse Split, the Company’s stockholders granted authority to the Board of Directors of the Company (the “Board”) to determine in its sole discretion the exact ratio within the range of 1-for-15 to 1-for-21 at which to effectuate the Reverse Split. The Reverse Split was approved by the Board on November 16, 2023, and the ratio of 1-for-20 was approved by a special committee of the Board on December 27, 2023.
Continental Stock Transfer & Trust Company (“Continental”) is acting as the exchange agent for the Reverse Split. Continental will provide instructions to stockholders regarding the process for exchanging their pre-split shares for post-split shares.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Titan Pharmaceuticals, Inc. | |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). |
1
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 hereunto duly authorized.
| TITAN PHARMACEUTICALS, INC. | ||
| By: | /s/ David E. Lazar | |
|
David E. Lazar Chief Executive Officer |
||
Date: January 8, 2024
2
Exhibit 3.1
State of Delaware Secretary of State Division of Corporations Delivered 09:49 AM 01/08/2024 FILED 09:49 AM 01/08/2024 SR 20240054446 – File Number 2287466 |
CERTIFICATE OF AMENDMENT
TO
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TITAN PHARMACEUTICALS, INC.
Titan Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),
DOES HEREBY CERTIFY:
FIRST: That resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the Amended and Restated Certificate of Incorporation of the Corporation and declaring said Amendment to be advisable and recommended for approval by the stockholders of the Corporation.
SECOND: This Amendment to the Amended and Restated Certificate of Incorporation amends and restates the first paragraph of Article FOURTH in its entirety and replaces it with the following new paragraph:
“FOURTH: The total number of shares of all classes of stock which the Corporation shall be authorized to issue is Two-Hundred Thirty Million (230,000,000), of which Two Hundred Twenty-Five Million (225,000,000) shall be designated Common Stock with a par value of $.001 per share, and Five Million (5,000,000) shall be designated Preferred Stock with a par value of $.001 per share.
Upon this Certificate of Amendment becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”), every 20 shares of the Corporation’s Common Stock issued and outstanding or held by the Corporation in treasury stock shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Split”); provided, however, no fractional shares of Common Stock shall be issued in connection with the Reverse Split, and instead, the Corporation shall issue one full share of post-Reverse Split Common Stock to any stockholder who would have been entitled to receive a fractional share of Common Stock as a result of the Reverse Split. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of post-Reverse Split Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional shares as described above. The Reverse Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent.”
THIRD: The foregoing amendment shall be effective as of 5:00 p.m. Eastern Time on January 8, 2024.
FOURTH: This Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation to be executed on this 8th day of January, 2024.
| TITAN PHARMACEUTICALS, INC. | |||
| By: | /s/ David E. Lazar | ||
| Name: | David E. Lazar | ||
| Title: | Chief Executive Officer | ||
Cover |
Jan. 08, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jan. 08, 2024 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-13341 |
| Entity Registrant Name | TITAN PHARMACEUTICALS, INC. |
| Entity Central Index Key | 0000910267 |
| Entity Tax Identification Number | 94-3171940 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 400 Oyster Point Blvd. |
| Entity Address, Address Line Two | Suite 505 |
| Entity Address, City or Town | South San Francisco |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94080 |
| City Area Code | 650 |
| Local Phone Number | 244-4990 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.001 per share |
| Trading Symbol | TTNP |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |