--- schema_version: "secwatch.filing_event.v1" accession: "0001829126-23-006161" form_type: "8-K" ticker: null cik: "0000910267" company_name: "TITAN PHARMACEUTICALS INC" filed_at: "2023-09-18T23:59:59+00:00" generated_at: "2026-06-10T15:45:06.702628+00:00" event_type: "regulatory" sentiment: "negative" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Titan Pharma receives Nasdaq delisting notice; raises $9.5M via convertible preferred stock ## Summary - Nasdaq determination letter due to non-compliance with minimum bid price; suspension set for Sep 22, 2023 unless appeal. - Company intends to appeal Nasdaq delisting determination; also addressing stockholders' equity deficiency. - Private placement of 950,000 Series AA Convertible Preferred shares at $10 each for $9.5M to The Sire Group Ltd. - Preferred shares convertible at $0.466 per share; up to ~20.4M common shares issuable upon conversion. - David Lazar and Peter Chasey resign from Board; Lazar remains CEO; two replacement directors to be appointed. ## SEC filing metadata - accession: 0001829126-23-006161 - form_type: 8-K - cik: 0000910267 - company_name: TITAN PHARMACEUTICALS INC - filed_at: 2023-09-18T23:59:59+00:00 - event_type: regulatory - sentiment: negative - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 3.01, 3.02, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/910267/000182912623006161/0001829126-23-006161-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/910267/000182912623006161/titanpharma_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001829126-23-006161 - JSON: https://secwatch.observer/filing/0001829126-23-006161.json - Plain text: https://secwatch.observer/filing/0001829126-23-006161.txt ## Key facts - Listing & Compliance Notices TITAN PHARMACEUTICALS INC received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)). - Exchange: nasdaq - Notice: delisting notice - Deficiency: minimum bid price - Rules: 5550(a)(2), 5810(c)(3)(A) source text: September 13, 2023, the Company received a determination letter (the “Determination Letter”) from the Staff stating that it had not regained compliance with Listing Rule 5550(a)(2) and is not eligible for a second 180 day period to regain compliance. Unless the Company requests an appeal of this determination, the trading of the Company’s common stock will be suspended at the opening of business on September 22, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq St evidence_url: https://www.sec.gov/Archives/edgar/data/910267/000182912623006161/0001829126-23-006161-index.htm - Listing & Compliance Notices TITAN PHARMACEUTICALS INC received a nasdaq noncompliance notice notice regarding stockholders equity (rules 5550(b)(1), 5810(d)(2)). - Exchange: nasdaq - Notice: noncompliance notice - Deficiency: stockholders equity - Rules: 5550(b)(1), 5810(d)(2) source text: April 5, 2023, the Company received a notice from the Staff 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, 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 (the “Equity Rule”). Based on the Company’s representations, on June 5, 2023, the Staff granted the Company an extension until October 2, 2023 to regain compliance with the Equity Rule. Howe evidence_url: https://www.sec.gov/Archives/edgar/data/910267/000182912623006161/0001829126-23-006161-index.htm - Executive change David Lazar resigned as Director at TITAN PHARMACEUTICALS INC. - Action: resigned - Role: Director source text: David Lazar and Peter Chasey submitted their resignations from the Company’s Board of Directors evidence_url: https://www.sec.gov/Archives/edgar/data/910267/000182912623006161/0001829126-23-006161-index.htm - Executive change Peter Chasey resigned as Director at TITAN PHARMACEUTICALS INC. - Action: resigned - Role: Director source text: David Lazar and Peter Chasey submitted their resignations from the Company’s Board of Directors evidence_url: https://www.sec.gov/Archives/edgar/data/910267/000182912623006161/0001829126-23-006161-index.htm - Material Agreements TITAN PHARMACEUTICALS INC entered into Securities Purchase Agreement with The Sire Group Ltd. valued at $9,500,000 (effective 2023-09-13). - Action: entry - Agreement: equity purchase - Counterparty: The Sire Group Ltd. - Value: $9,500,000 - Effective: 2023-09-13 source text: On September 13, 2023, Titan Pharmaceuticals, Inc. ("Titan" or the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with The Sire Group Ltd. ("Sire Group" or the "Investor"), pursuant to which the Company has agreed to issue 950,000 shares of Series AA Convertible Preferred Stock, par value $0.001 per share (the "Series AA Preferred Stock") to the Investor at a price of $10.00 per share, for an aggregate purchase price of $9,500,000 (the "Private Placement"). evidence_url: https://www.sec.gov/Archives/edgar/data/910267/000182912623006161/0001829126-23-006161-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.