Current Report Filing (8-k)
11 Aprile 2023 - 10:53PM
Edgar (US Regulatory)
0000910267
false
0000910267
2023-04-05
2023-04-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: April 5, 2023
(Date of earliest event reported)
TITAN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-13341 |
|
94-3171940 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
400 Oyster Point Blvd., Suite 505, South San Francisco, CA 94080
(Address of principal executive offices, including
zip code)
650-244-4990
(Registrant’s telephone number, including
area code)
Not Applicable
(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 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)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 |
Common Stock, par value $0.001 per share |
|
TTNP |
|
Nasdaq Capital Market |
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 o
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 3.01. Notice of Delisting or Failure To Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On April 5, 2023, Titan Pharmaceuticals,
Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications staff of The Nasdaq Stock
Market (“Nasdaq”) notifying the Company that the Company’s stockholders’ equity as reported in its Annual Report
on Form 10-K for the period ended December 31, 2022 (“2022 10-K”), did not satisfy the continued listing requirement under
Nasdaq Listing Rule 5550(b)(1) for the Nasdaq Capital Market, which requires that a listed company’s stockholders’ equity
be at least $2,500,000. In its 2022 10-K, the Company reported stockholders’ equity of $1,363,000, and, as a result, does not currently
satisfy Nasdaq Marketplace Rule 5550(b)(1).
The
Notice has no immediate effect on the Company’s listing on the Nasdaq Capital Market. In accordance with Nasdaq rules, the
Company has 45 calendar days from the date of the notification to submit a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1).
The Company intends to submit a compliance plan within 45 days of the date of the notification and will evaluate available options to
resolve the deficiency and regain compliance. If the Company’s compliance plan is accepted, the Company may be granted up to 180
calendar days from April 5, 2023 to evidence compliance.
Item 5.08. Shareholder Nominations Pursuant
to Exchange Act Rule 14a-11.
On April 10, 2023, the Board
of Directors (the “Board”) of the Company determined that the Company’s 2022 Annual Meeting of Stockholders (the “Annual
Meeting”) will be held at the offices of Olshan Frome Wolosky LLP, located at 1325 Avenue of the Americas, 15th Floor, New York,
New York 10019, on June 19, 2023 at 9:00 a.m. (EST). Stockholders of record of the Company’s common stock at the close of business
on May 1, 2023 will be entitled to notice of, and to vote at, the Annual Meeting. The Company, however, reserves the right to change the
record date, meeting date, and meeting location prior to the Annual Meeting.
Since the Company did not
hold an annual stockholder meeting during 2022, stockholders of the Company who wish to have a proposal considered for inclusion in the
Company’s proxy materials for the Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must
ensure that such proposal is delivered to or mailed to and received by the Company’s Secretary at Titan Pharmaceuticals, Inc., 400
Oyster Point Blvd, Suite 505, South San Francisco, California 94080 on or before the close of business on April 24, 2023, which date the
Company has determined be a reasonable time before it expects to begin to print and distribute its proxy materials.
In addition to complying with
the April 24, 2023 deadline, stockholder director nominations and stockholder proposals intended to be considered for inclusion in the
Company’s proxy materials for the Annual Meeting must also comply with all applicable Securities and Exchange Commission rules,
including Rule 14a-8, Delaware corporate law and the Bylaws of Titan Pharmaceuticals, Inc. in order to be eligible for inclusion in the
proxy materials for the Annual Meeting. Any director nominations and stockholder proposals received after the April 24, 2023 deadline
will be considered untimely and will not be considered for inclusion in the proxy materials for the Annual Meeting nor will it be considered
at the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
104 |
|
Cover Page Interactive Data (embedded within the Inline XBRL document). |
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: April 11, 2023
Grafico Azioni Titan Pharmaceuticals (NASDAQ:TTNP)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Titan Pharmaceuticals (NASDAQ:TTNP)
Storico
Da Mag 2023 a Mag 2024