Current Report Filing (8-k)
04 August 2018 - 4:54AM
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 3, 2018
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)
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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Soliciting material pursuant to Rule 14a-12(b) under
the Exchange Act (17 CFR 240.14a-12(b))
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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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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.
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Item 1.01. Entry into a Material Definitive Agreement.
On August 3, 2018, Titan Pharmaceuticals, Inc. (the “Company”
or “Titan”) entered into an amendment (the “Amendment”) to the Asset Purchase, Supply and Support Agreement
dated March 21, 2018 (the “Purchase Agreement”) between the Company and L. Molteni & C. Dei Frattelli Alitti Società
Di Esercizio S.P.A. (“Molteni”). Under the Amendment, Molteni is required to make an immediate payment to Titan of
€950,000 (approximately $1,109,000) and has committed to make a convertible loan to Titan of €550,000 (approximately
$642,000) provided the Company has submitted its response to the 120-day letter from the European Medicines Agency (“EMA”)
on or prior to September 14, 2018 in accordance with the Amendment, both in exchange for the elimination of an aggregate of €2.0
million (approximately $2,335,000) of regulatory milestones provided for in the Purchase Agreement that are potentially payable
in 2019, at the earliest. The loan (the “Convertible Loan”), if made, will convert automatically into shares of Titan
common stock upon the issuance by the EMA of marketing approval for Probuphine at a conversion price per share equal to the lower
of (i) the closing price on the loan funding date and (ii) the closing price on the conversion date. In the event the EMA has not
granted marketing approval by December 31, 2019, the Convertible Loan will become due and payable, together with accrued interest
at the rate of one-month LIBOR (to the extent in excess of 1.10%) plus 9.50% per annum. The Convertible Loan willl contain other
covenants and events of default substantially consistent with Titan’s existing Amended and Restated Venture Loan and Security
Agreement, dated as of March 21, 2018.
The foregoing summary description of the Amendment is qualified
in its entirety by reference to the full text of such document and the press release issued in connection therewith attached hereto
as Exhibits 10.1and 99.1, respectively, which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
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____________________
± Confidential treatment has been requested with respect
to portions of this exhibit.
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 thereunto duly authorized.
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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 and President
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Dated: August 3, 2018
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