SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
July 16, 2020
(Exact name of registrant as specified in
(State or other jurisdiction of incorporation)
|(Commission File Number)
||(IRS Employer Identification No.)|
400 Oyster Point Blvd., Suite 505,
South San Francisco, CA 94080
(Address of principal executive offices
and zip code)
(Registrant’s telephone number including
(Registrant’s former name or former
address, if changed since last report)
registered pursuant to Section 12(b) of the Act:
|Title of each class
||Name of each exchange on which registered|
|Common Stock, $0.001 par value
||Nasdaq Capital Market|
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:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|x||Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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. ¨
Item 5.07. Submission of Matters to a Vote of Security
A special meeting of the stockholders of Titan Pharmaceuticals,
Inc. (the “Special Meeting”) was convened on July 16, 2020, for the sole purpose of seeking approval of a proposal
to amend our certificate of incorporation to increase the number of authorized shares of common stock (the “Amendment”).
In order to allow for additional voting on the Amendment, the Chairman determined, in his discretion, to adjourn the Special Meeting
until Wednesday, August 12, 2020, at 9:00 a.m. Pacific Standard Time.
The Amendment requires the favorable vote of a majority of our
outstanding shares of common stock as of May 22, 2020, the record date for the Special Meeting (the “Record Date”).
On the Record Date, there were 95,660,355 shares of common stock outstanding. Accordingly, the affirmative vote of holders of at
least 47,830,178 shares is necessary to implement the Amendment. As of the close of business on July 15, 2020, approximately 38%
of the shares entitled to vote at the meeting had not yet been voted and while a substantial majority of the shares voted to date
have been in favor of the Amendment, we have not yet achieved the vote required by Delaware law to implement the Amendment.
Approval of the Amendment is critical to enable us to expand
sales of Probuphine® pursuant to our recently announced co-promotion partnership with Indegene, Inc. and fund other product
development efforts over the next few years. As previously disclosed, our current cash resources are only sufficient to fund our
operations through the third quarter of this year and we do not have a sufficient number of authorized shares remaining to undertake
the financings necessary to continue our operations beyond the next few months.
The resumed meeting can be attended using the same access information
that was used initially for the Special Meeting, the details of which are set forth in the Definitive Proxy Statement we filed
with the SEC on May 22, 2020. The fastest and easiest way to vote is to call 866-619-4651 and speak with a proxy voting specialist
Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern Time.
Item 8.01. Other Events
The information set forth above in Item 5.07 is hereby
incorporated by reference in its entirety.
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
hereunto duly authorized.
|Dated: July 16, 2020
||TITAN PHARMACEUTICALS, INC.|
||Chief Executive Officer|