Titan Pharmaceuticals, Inc. (NASDAQ:TTNP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On September 20, 2017, Titan Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with A.G.P./Alliance Global Partners, as representative (the “Representative”) of the underwriters (the “Underwriters”) to which the Company sold to the Underwriters in a public offering (the “Offering”) an aggregate of (i) 5,100,000 Class A Units at a public offering price of $0.25 per unit, with each unit consisting of one share of common stock (the “Common Stock”) and a warrant to purchase one share of common, and (ii) 8,225 Class B Units at a public offering price of $1,000 per unit, with each unit consisting of one share of Series A Convertible Preferred Stock (the “Preferred Shares”) and warrants to purchase 4,000 shares of Common Stock. The Preferred Shares, which are convertible into an aggregate of 32,900,000 shares of Common Stock, include a beneficial ownership blocker but have no dividend rights (except to the extent that dividends are also paid on the Common Stock), liquidation preference or other preferences over common stock, and have no voting rights.
In addition, the Underwriters were granted an option for a period of 45 days to purchase up to an additional 5,700,000 shares of Common Stock and/or additional warrants to purchase up to 5,700,000 shares of Common Stock.
The Company entered into a warrant agency agreement (the “Warrant Agency Agreement”) with its transfer agent, Continental Stock Transfer & Trust Company, who will act as warrant agent for the Company, setting forth the terms and conditions of the warrants sold in the Offering. The warrants have an exercise price of $0.25, are exercisable upon issuance and will expire five years from the date of issuance.
The Company also agreed to issue to the Representative and its designees warrants to purchase an aggregate of 1,520,000 shares of Common Stock at an exercise price of $0.28 per share (the “Representative’s Purchase Warrant”).
The Offering closed on September 25, 2018. At the closing, the Underwriters exercised their option to purchase 5,700,000 Warrants at a price of $0.01 per warrant. The Company conducted the Offering to a Registration Statement on Form S-1 (File No. 333-226841), which was declared effective by the Securities and Exchange Commission on September 20, 2018. The final prospectus relating to the offering was filed with the SEC on September 24, 2018, as amended by the prospectus supplement on September 25, 2018.
The foregoing descriptions of the Underwriting Agreement, the Warrant Agency Agreement, the Representative’s Purchase Warrant are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the Warrant Agency Agreement (including the form of warrant certificate included in the Warrant Agency Agreement) and the Representative’s Purchase Warrant, which are filed as Exhibits 1.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K (this “Report”) and are incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 20, 2018, the Company filed a Certificate of Designation with the Secretary of State of Delaware, establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Preferred Shares. The Certificate of Designation became effective with the Secretary of the State of Delaware upon filing. A copy of the Certificate of Designation is included as Exhibit 3.1 to this Report and is incorporated herein by reference.
Item 8.01 Other Events.
On September 20, 2018, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
TITAN PHARMACEUTICALS INC ExhibitEX-1.1 2 tv503422_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between TITAN PHARMACEUTICALS,…To view the full exhibit click
About Titan Pharmaceuticals, Inc. (NASDAQ:TTNP)
Titan Pharmaceuticals, Inc. (Titan) is a specialty pharmaceutical company. The Company is engaged in developing therapeutics for the treatment of medical disorders. The Company’s segment is engaged in the development of pharmaceutical products. The Company’s product development programs utilize its long-term drug delivery platform, ProNeura. The Company’s drug candidate, Probuphine, is being developed for the long-term maintenance treatment of opioid dependence. Titan’s ProNeura continuous drug delivery system consists of a small, solid rod made from a mixture of ethylene-vinyl acetate (EVA) and a drug substance. The Company focuses on developing two product development programs, the first one with a ropinirole implant for the treatment of Parkinson’s disease (PD) and the second one with a Triiodothyronine (T3) implant for the treatment of hypothyroidism.