TITAN PHARMACEUTICALS INC: M&A transaction — Titan sells addiction product portfolio to Fedson for $2M in cash and notes

TITAN PHARMACEUTICALS INC

Total consideration of $2M: $500k cash at closing, $500k note due Oct 1, 2023, $1M note due Jan 1, 2024.
Assets sold include Probuphine and Nalmefene implant programs (ProNeura drug delivery technology).
Sale closed September 1, 2023; buyer Fedson delivered a principal guaranty for both notes.
Pro forma shows estimated pre-tax gain of $1.9M for H1 2023 and $1.9M for FY 2022.
Company had only $105k cash pre-sale; proceeds significantly improve liquidity.

item 1.01 item 2.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

TITAN PHARMACEUTICALS INC completed a disposition involving Fedson, Inc. for $2 million (closed 2023-09-01).

Action: disposition
Counterparty: Fedson, Inc.
Consideration: $2 million
Closing: 2023-09-01

Exact text from the filing

Extension Agreement (the “Amendment”) to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase the ProNeura Assets from the Company for a purchase price of $2 million, consisting of (i) $500,000 in readily available funds, to be paid in full on the Closing Date (the “Closing Cash”), (ii) $500,000 in the form of a promissory note due

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

TITAN PHARMACEUTICALS INC entered into Asset Purchase Agreement with Fedson, Inc. valued at Sale of ProNeura assets including drug addiction products and early development programs (effective 2023-07-26).

Action: entry
Agreement: asset purchase
Counterparty: Fedson, Inc.
Value: Sale of ProNeura assets including drug addiction products and early development programs
Effective: 2023-07-26

Exact text from the filing

On July 26, 2023, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Fedson, Inc., a Delaware corporation (“Fedson”) for the sale of the ProNeura Assets.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

TITAN PHARMACEUTICALS INC amended Amendment and Extension Agreement with Fedson, Inc. valued at $2,000,000 purchase price consisting of $500,000 cash at closing, $500,000 promissory note due Octob (effective 2023-08-25).

Action: amendment
Agreement: asset purchase
Counterparty: Fedson, Inc.
Value: $2,000,000 purchase price consisting of $500,000 cash at closing, $500,000 promissory note due Octob
Effective: 2023-08-25

Exact text from the filing

On August 25, 2023, the Company entered into an Amendment and Extension Agreement (the “Amendment”) to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase the ProNeura Assets from the Company for a purchase price of $2 million, consisting of (i) $500,000 in readily available funds, to be paid in full on the Closing Date (the “Closing Cash”), (ii) $500,000 in the form of a promissory note due and payable on October 1, 2023 (the “Cash Note”) and (iii) $1,000,000 in the form of a promissory note due and payable on January 1, 2024 (the “Escrow Note”).

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Source: SEC EDGAR

accession 0001829126-23-006020

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