--- schema_version: "secwatch.filing_event.v1" accession: "0001829126-23-006199" form_type: "8-K/A" ticker: null cik: "0000910267" company_name: "TITAN PHARMACEUTICALS INC" filed_at: "2023-09-19T23:59:59+00:00" generated_at: "2026-06-10T14:19:20.160257+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Titan Pharma sells $9.5M Series AA Preferred; faces Nasdaq delisting ## Summary - Sold 950,000 Series AA Preferred at $10/share to Sire Group for $9.5M aggregate. - Initial conversion price $0.466/share; ~20.4M common shares issuable if fully converted. - Nasdaq notified Titan of delisting due to bid price non-compliance; trading suspension Sept 22 unless appeal. - Company also fails equity rule; intends to appeal and believes placement brings it into compliance. - Directors David Lazar and Peter Chasey resigned; Lazar remains CEO. ## SEC filing metadata - accession: 0001829126-23-006199 - form_type: 8-K/A - cik: 0000910267 - company_name: TITAN PHARMACEUTICALS INC - filed_at: 2023-09-19T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 3.01, 3.02, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/910267/000182912623006199/0001829126-23-006199-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/910267/000182912623006199/titanpharma_8ka.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001829126-23-006199 - JSON: https://secwatch.observer/filing/0001829126-23-006199.json - Plain text: https://secwatch.observer/filing/0001829126-23-006199.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/910267/000182912623006199/0001829126-23-006199-index.htm - Listing & Compliance Notices TITAN PHARMACEUTICALS INC received a nasdaq extension granted notice regarding stockholders equity (rules 5550(b)(1)). - Exchange: nasdaq - Notice: extension granted - Deficiency: stockholders equity - Rules: 5550(b)(1) source text: June 5, 2023, the Staff granted the Company an extension until October 2, 2023 to regain compliance with the Equity Rule. However, the Staff indicated in the Determination Letter that, pursuant to Listing Rule 5810(d)(2), this deficiency serves as an additional and separate basis for delisting, and as such, the Company should address its non-compliance with the Equity Rule before a Hearings Panel (the “Panel”) if it appeals the Staff’s determination. The Company intends to appeal Nasdaq’s determination to a Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to st evidence_url: https://www.sec.gov/Archives/edgar/data/910267/000182912623006199/0001829126-23-006199-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, which resignations are effective immediately upon the appointment of two replacement directors to fill the vacancies. evidence_url: https://www.sec.gov/Archives/edgar/data/910267/000182912623006199/0001829126-23-006199-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, which resignations are effective immediately upon the appointment of two replacement directors to fill the vacancies. evidence_url: https://www.sec.gov/Archives/edgar/data/910267/000182912623006199/0001829126-23-006199-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, 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/910267/000182912623006199/0001829126-23-006199-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.