---
schema_version: "secwatch.filing_event.v1"
accession: "0001829126-23-004963"
form_type: "8-K"
ticker: null
cik: "0000910267"
company_name: "TITAN PHARMACEUTICALS INC"
filed_at: "2023-07-28T23:59:59+00:00"
generated_at: "2026-06-12T23:29:57.664967+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Titan Pharmaceuticals sells addiction-product portfolio to Fedson for $2M upfront plus up to $50M milestones

## Summary
- Asset sale includes Probuphine and Nalmefene implant programs for addiction treatment.
- Upfront payment $2M ($1M at close, $1M escrow); potential milestones up to $50M plus single-digit royalties.
- Fedson assumes pending employment-related liability; close expected 10 days after July 26 signing.
- CEO David E. Lazar provides Titan $250K unsecured promissory note at Prime+2%, due Jan 1, 2024 or upon financing.
- Titan grants 450,000 unrestricted shares to board and management, vested immediately.

## SEC filing metadata
- accession: 0001829126-23-004963
- form_type: 8-K
- cik: 0000910267
- company_name: TITAN PHARMACEUTICALS INC
- filed_at: 2023-07-28T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/910267/000182912623004963/0001829126-23-004963-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/910267/000182912623004963/titanpharma_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001829126-23-004963
- JSON: https://secwatch.observer/filing/0001829126-23-004963.json
- Plain text: https://secwatch.observer/filing/0001829126-23-004963.txt

## Key facts
- Debt Financings
  TITAN PHARMACEUTICALS INC incurred loan of $250,000 with David E. Lazar at the Prime Rate + 2.00% per annum maturing the earlier of January 1, 2024 or such time as the Company receives debt or equity financing, or proceeds in excess of $500,000 from the Company’s transaction w.
  - Instrument: loan
  - Principal: $250,000
  - Counterparty: David E. Lazar
  - Rate: the Prime Rate + 2.00% per annum
  - Maturity: the earlier of January 1, 2024 or such time as the Company receives debt or equity financing, or proceeds in excess of $500,000 from the Company’s transaction w
  - Event: incurrence
  source text: On July 20, 2023, the Company received $250,000 in funding in exchange for the issuance of an unsecured promissory note for that principal amount (the “Promissory Note”) to David E. Lazar, the Company’s Chief Executive Officer and chairman of the Company’s Board of Directors. Pursuant to the Promissory Note, the principal amount will accrue interest at a rate of the Prime Rate + 2.00% per annum, and all principal and accrued interest will be due and payable on the earlier of January 1, 2024 or such time as the Company receives debt or equity financing, or proceeds in excess of $500,000 from the Company’s transaction with Fedson, Inc. described above.
  evidence_url: https://www.sec.gov/Archives/edgar/data/910267/000182912623004963/0001829126-23-004963-index.htm
- Material Agreements
  TITAN PHARMACEUTICALS INC entered into Asset Purchase Agreement with Fedson, Inc. valued at upfront purchase price of $2 million ($1 million at closing, $1 million to be held in escrow) with p (effective 2023-07-26).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Fedson, Inc.
  - Value: upfront purchase price of $2 million ($1 million at closing, $1 million to be held in escrow) with p
  - Effective: 2023-07-26
  source text: On July 26, 2023, Titan Pharmaceuticals, Inc. (the “Titan” or the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Fedson, Inc., a Delaware corporation (“Fedson”) for the sale of certain ProNeura assets including Titan’s portfolio of drug addiction products, in addition to other early development programs based on the ProNeura drug delivery technology (the “ProNeura Assets”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/910267/000182912623004963/0001829126-23-004963-index.htm
- Material Agreements
  TITAN PHARMACEUTICALS INC entered into Promissory Note with David E. Lazar valued at $250,000 principal amount, interest at Prime Rate + 2% per annum, due on earlier of January 1, 2024 (effective 2023-07-20).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: David E. Lazar
  - Value: $250,000 principal amount, interest at Prime Rate + 2% per annum, due on earlier of January 1, 2024
  - Effective: 2023-07-20
  source text: On July 20, 2023, the Company received $250,000 in funding in exchange for the issuance of an unsecured promissory note for that principal amount (the “Promissory Note”) to David E. Lazar, the Company’s Chief Executive Officer and chairman of the Company’s Board of Directors.
  evidence_url: https://www.sec.gov/Archives/edgar/data/910267/000182912623004963/0001829126-23-004963-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.