UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number 001-13341

Titan Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware		94-3171940
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10 East 53^rd St., Suite 3001 New York, New York		10022
(Address of principal executive offices)		(Zip Code)

(650) 244-4990

(Registrant’s telephone number, including area code)

400 Oyster Point Blvd., Suite 505

South San Francisco, California 94080

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		TTNP		Nasdaq Capital Market

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at ~~December~~May 2712, ~~2024~~2025
Common Stock, par value $0.001		914,234

Titan Pharmaceuticals, Inc.

Index to Form 10-Q

Part I. Financial Information
	Item 1.	Financial Statements	1
		Condensed Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	1
		Condensed Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024	1
		Condensed Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (unaudited)	2
		Condensed Statements of Operations for the three months ended March 31, 2025 and 2024 (unaudited)	2
		Condensed Statements of Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2024 and 2023 (unaudited)	3
		Condensed Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024 (unaudited)	3
		Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)	4
		Condensed Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited)	4
		Notes to Condensed Financial Statements (unaudited)	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1314
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1819
	Item 4.	Controls and Procedures	1819
Part II. Other Information
	Item 1.	Legal Proceedings	20
	Item 1A.	Risk Factors	20
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2421
	Item 5.	Other Information	2421
	Item 6.	Exhibits	2522
SIGNATURE			2623

Part I. Financial Information

Item 1. Financial Statements

TITAN PHARMACEUTICALS, INC.

CONDENSED BALANCE SHEETS

(in thousands of U.S. dollars, except share and per share data)

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
	(unaudited)			(Note 1)
Assets
Current assets:
Cash	$	31,~~399~~945		$	62,~~760~~831
Restricted cash		-			13
Related party receivable		81			62
Receivables		38			46
Prepaid expenses and other current assets		130			30
Notes receivable		-			1,000
Total current assets		2,156			2,923
Related party receivable		14			-
Total assets	$	2,156		$	2,923
Prepaid expenses and other current assets		151			199
Total current assets		3,602			8,018
Property and equipment, net		-			5
Operating lease right-of-use assets, net		-			63
Total assets	$	3,602		$	8,086
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	~~371~~194		$	~~348~~202
Note payable to related party		-			500
Other accrued liabilities		85			281
Other accrued liabilities		-			519
Total current liabilities		279			483
Operating lease liability, current		-			65
Total liabilities		279			483
Deferred grant revenue		-			12
Commitments and contingencies (Note 5)
Total current liabilities		371			1,444
Total liabilities		371			1,444
Commitments and contingencies (Note 4)
Stockholders’ equity:
Preferred stock, at amounts paid in, $0.001 par value per share; 5,000,000 shares authorized, 950,000 shares issued and outstanding at September 30, 2024 and December 31, 2023.		1			1
Preferred stock, at amounts paid in, $0.001 par value per share; 5,000,000 shares authorized, 950,000 shares issued and outstanding at March 31, 2025 and December 31, 2024.		1			1
Common stock, at amounts paid-in, $0.001 par value per share; 225,000,000 shares authorized, 914,234 and 781,503 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.		1			1
Common stock, at amounts paid in, $0.001 par value per share; 225,000,000 shares authorized, 914,234 shares issued and outstanding at March 31, 2025 and December 31, 2024.		1			1
Additional paid-in capital		398,~~975~~974			398,~~470~~974
Accumulated deficit		(~~395~~397,~~746~~099	)		(~~391~~396,~~830~~536	)
Total stockholders’ equity		31,~~231~~877			62,~~642~~440
Total liabilities and stockholders’ equity	$	32,~~602~~156		$	82,~~086~~923

~~The~~See accompanying notes ~~are~~to ~~an integral part of these unaudited~~ condensed financial statements.

TITAN PHARMACEUTICALS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(in thousands of U.S. dollars, except per share amount)

(unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Revenues:
Operating expenses:
License revenue	$	-		$	-		$	-		$	1
General and administrative	$	534		$	1,063
Grant revenue		-			4			-			183
Total operating expenses		534			1,063
Total revenues		-			4			-			184
Loss from operations		(534	)		(1,063	)
Operating expenses:
Other income (expense):
Research and development		-			424			-			1,426
Interest income, net		-			1
General and administrative		754			1,641			3,891			4,104
Other income (expense), net		(29	)		2
Total operating expenses		754			2,065			3,891			5,530
Other income (expense), net		(29	)		3
Loss from operations		(754	)		(2,061	)		(3,891	)		(5,346	)
Net loss	$	(563	)	$	(1,060	)
Other income (expense):
Basic and diluted net loss per common share	$	(0.62	)	$	(1.24	)
Interest income (expense)		-			(11)			1			18
Weighted-average shares used in computing basic and diluted net loss per common share		914			853
Gain on asset sale		-			1,732			-			1,732
Other income (expense), net		(9	)		2			(26	)		(3	)
Total other income (expense)		(9	)		1,723			(25	)		1,747
Net loss	$	(763	)	$	(338	)	$	(3,916	)	$	(3,599	)
Basic and diluted net loss per common share	$	(0.83	)	$	(0.45	)	$	(4.38	)	$	(4.79	)
Weighted average shares used in computing basic and diluted net loss per common share		914			751			894			751

~~The~~ See accompanying notes ~~are~~to ~~an integral part of these unaudited~~ condensed financial statements.

TITAN PHARMACEUTICALS, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY ~~(DEFICIT)~~

(in thousands of U.S. dollars and share amounts)

(unaudited)

Three ~~and Nine~~ Months Ended ~~September~~ March 3031, ~~2024~~2025

									Additional					Total
	Preferred Stock				Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balances at December 31, 2023		950	$	1		782	$	1	$	398,470	$	(391,830	)	$	6,642
Balances at December 31, 2024		950	$	1		914	$	1	$	398,974	$	(396,536	)	$	2,440
Net loss		-		-		-		-		-		(~~1,060~~563	)		(~~1,060~~563	)
Issuance of common stock upon conversion of note payable		-		-		54		-		504		-			504
Balances at March 31, 2025		950	$	1		914	$	1	$	398,974	$	(397,099	)	$	1,877
Fractional shares issued due to reverse stock split		-		-		78		-		1		-			1
Balances at March 31, 2024		950	$	1		914	$	1	$	398,975	$	(392,890	)	$	6,087
Net loss		-		-		-		-		-		(2,093	)		(2,093	)
Balances at June 30, 2024		950	$	1		914	$	1	$	398,975	$	(394,983	)	$	3,994
Net loss		-		-		-		-		-		(763	)		(763	)
Balances at September 30, 2024		950	$	1		914	$	1	$	398,975	$	(395,746	)	$	3,231

Three ~~and Nine~~ Months Ended ~~September 30~~ March 31, ~~2023~~2024

									Additional					Total ~~Stockholders’~~
	Preferred Stock				Common Stock				Paid-In		Accumulated			~~Equity~~Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			~~(Deficit)~~Equity
Balances at December 31, 2022		-	$	-		751	$	1	$	387,623	$	(386,261	)	$	1,363
Balances at December 31, 2023		950	$	1		782	$	1	$	398,470	$	(391,830	)	$	6,642
Net loss		-		-		-		-		-		(1,~~675~~060	)		(1,~~675~~060	)
Balances at March 31, 2023		-		-		751	$	1	$	387,623	$	(387,936	)	$	(312	)
Issuance of common stock upon conversion of note payable		-		-		54		-		504		-			504
Net loss		-		-		-		-		-		(1,586	)		(1,586	)
Fractional shares issued due to reverse stock split		-		-		78		-		1		-			1
Stock-based compensation		-		-		-		-		864		-			864
Balances at March 31, 2024		950	$	1		914	$	1	$	398,975	$	(392,890	)	$	6,087
Balances at June 30, 2023		-	$	-		751	$	1	$	388,487	$	(389,522	)	$	(1,034	)
Net loss		-		-		-		-		-		(338	)		(338	)
Stock-based compensation		-		-		-		-		411		-			411
Issuance of preferred stock, net		950		1		-		-		9,093		-			9,094
Balances at September 30, 2023		950	$	1		751	$	1	$	397,991	$	(389,860	)	$	8,133

~~The~~See accompanying notes ~~are~~to ~~an integral part of these unaudited~~ condensed financial statements.

TITAN PHARMACEUTICALS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands of U.S. dollars)

(unaudited)

	Nine months Ended
	Three Months Ended
	September 30,
	March 31,
	2024			2023
	2025			2024
Cash flows from operating activities:
Net loss	$	(~~3,916~~563	)	$	(31,~~599~~060	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of assets		-			(1,732	)
Depreciation and amortization		-			2
Depreciation and amortization		5			109
Other		-			(1	)
Stock-based compensation		-			965
Other		(2	)		(1	)
Changes in operating assets and liabilities:
Receivables		8			-
Notes receivable		-			1,000
Notes receivable		1,000			-
Receivables		-			(87	)
Related party receivable		(14	)		-
Prepaid expenses and other assets		(100	)		(119	)
Prepaid expenses and other assets		48			122
Accounts payable		(9	)		22
Accounts payable		23			(374	)
Deferred grant revenue		-			(12	)
Deferred grant revenue		(12	)		(184	)
Other accrued liabilities		(195	)		(358	)
Other accrued liabilities		(514	)		(152	)
Net cash used in operating activities		(867	)		(613	)
Net cash used in operating activities		(3,374	)		(4,846	)
Cash flows from financing activity:
Cash flows from investing activities:
Payments on behalf of related party		(19	)		-
Proceeds from sale of assets		-			228
Net cash used in financing activity		(19	)		-
Net cash provided by investing activities		-			228
Net decrease in cash		(886	)		(613	)
Cash flows from financing activities:
Cash at beginning of period		2,831			6,772
Net proceeds from issuance of preferred stock		-			9,094
Cash at end of period	$	1,945		$	6,159
Proceeds from short-term loans		-			750
Payments on short-term loans		-			(250	)
Net cash provided by financing activities		-			9,594
Net decrease in cash and restricted cash		(3,374	)		4,976
Cash and restricted cash at beginning of period		6,773			3,133
Cash and restricted cash at end of period	$	3,399		$	8,109
Supplemental cash flow information:
Interest paid	$	13-		$	413
Note payable to related party converted to common stock	$	500		$	-
Supplemental non-cash flow information:
Accrued interest net of tax converted to common stock	$	4		$	-
Note payable to related party converted to common stock	$	-		$	500
Disposal of fully depreciated property and equipment	$	711		$	-
Accrued interest net of tax converted to common stock	$	-		$	5
Inventory transferred with sale of assets	$	-		$	106
Property and equipment, net, transferred with sale of assets	$	-		$	109
Notes receivable received in connection with sale of assets	$	-		$	1,500
Accounts payable related to sale of assets	$	-		$	17
Other accrued liabilities transferred with sale of assets	$	-		$	236

~~The~~See ~~following~~accompanying ~~table~~notes ~~provides a reconciliation of cash and restricted cash reported within the condensed balance sheets that sum~~ to ~~the total of the same such amounts shown in the~~ condensed ~~statements~~financial ~~of cash flows (in thousands of U~~statements.~~S. dollars):~~

	September 30,
	2024		2023
Cash	$	3,399	$	8,096
Restricted cash		-		13
Cash and restricted cash shown in the condensed statements of cash flows	$	3,399	$	8,109

The accompanying notes are an integral part of these unaudited condensed financial statements.

TITAN PHARMACEUTICALS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2024

(unaudited)

Organization and Summary of Significant Accounting Policies

The Company

Titan Pharmaceuticals, Inc. (“Titan” or the “Company” or “we,” “our” or “us”) is a pharmaceutical company that was previously developing therapeutics utilizing the proprietary long-term drug delivery platform, ProNeura^®, for the treatment of select chronic diseases for which steady state delivery of a drug has the potential to provide an efficacy and/or safety benefit. ProNeura consists of a small, solid implant made from a mixture of ethylene-vinyl acetate and a drug substance. The resulting product is a solid matrix that is designed to be administered subdermally in a brief, outpatient procedure and is removed in a similar manner at the end of the treatment period.

Our first product based on the ProNeura technology was Probuphine^® (buprenorphine implant), which is approved in the United States, Canada and the European Union (“EU”) for the maintenance treatment of opioid use disorder in clinically stable patients taking 8 milligrams or less a day of oral buprenorphine. While Probuphine continues to be commercialized in the EU (as Sixmo™) by another company that had acquired the rights from us, we discontinued commercialization of the product in the United States during the fourth quarter of 2020 and subsequently sold the product in September 2023. Discontinuation of our commercial operations allowed us to focus our limited resources on product development programs and transition back to a product development company at that time.

In December 2021, we announced our intention to work with our financial advisor to explore strategic alternatives to enhance stockholder value, potentially including an acquisition, merger, reverse merger, other business combination, sales of assets, licensing, or other transaction. In June 2022, we implemented a plan to reduce expenses and conserve capital that included a company-wide reduction in salaries and a scale back of certain operating expenses to enable us to maintain sufficient resources as we pursued potential strategic alternatives. In July 2022, David Lazar and Activist Investing LLC acquired an approximately 25% ownership interest in Titan, filed a proxy statement and nominated six additional directors, each of whom was elected to our board of directors (the “Board”) at a special meeting of stockholders held on August 15, 2022 (the “Special Meeting”). The exploration and evaluation of possible strategic alternatives by the Board has continued following the Special Meeting. Following the election of the new directors at the Special Meeting, Dr. Marc Rubin was replaced as our Executive Chairman, and David Lazar assumed the role of Chief Executive Officer. In connection with the termination of his employment as Executive Chairman, Dr. Rubin received aggregate severance payments of approximately $0.4 million. In December 2022, we implemented additional cost reduction measures including a reduction in our workforce. In June 2023, David Lazar sold his approximately 25% ownership interest in Titan to Choong Choon Hau. Mr. Lazar resigned his position as the Company’s Chief Executive Officer in April 2024. Our then Chairman of the Board of Directors, ~~Dato~~ Seow Gim Shen, assumed the position as our Chief Executive Officer in April 2024.

On September 1, 2023 (the “Closing Date”), we closed on the sale of certain ProNeura assets, including our portfolio of drug addiction products, in addition to other early development programs based on the ProNeura drug delivery technology (the “ProNeura Assets”). In July 2023, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Fedson, Inc., a Delaware corporation (“Fedson”), for the sale of the ProNeura Assets. Our addiction portfolio consisted of the Probuphine and Nalmefene implant programs. The ProNeura Assets constituted only a portion of our assets. In August 2023, we entered into an Amendment and Extension Agreement (the “Amendment”) to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase our ProNeura Assets for a purchase price of $2.0 million, consisting of (i) $500,000 in readily available funds, paid in full on the Closing Date, (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”). We will also be eligible to receive potential milestone payments of up to $50 million on future net sales of the products and certain royalties on future net sales of the products. As further consideration, Fedson assumed all liabilities related to a pending employment claim against us. On the Closing Date, Fedson delivered a written guaranty by a principal of Fedson of all of Fedson’s obligations under both the Cash Note and Escrow Note. The Cash Note included provisions, which Fedson has exercised, allowing Fedson to extend the payment of the Cash Note to November 1, 2023, and again to December 1, 2023 upon payment of $5,000 for each extension. The Cash Note and Escrow Note were paid in December 2023 and January 2024, respectively. We received the funds from the escrow account in February 2024.

In April 2024, David Lazar, our Chief Executive Officer, Kate Beebe DeVarney, Ph.D., our President and Chief Operating Officer and a member of our Board of Directors, and three other members of our Board of Directors, Eric Greenberg, Matthew C. McMurdo and David Natan, resigned their positions with the Company. Pursuant to the terms of their respective settlement agreements, we made payments in aggregate of approximately $1.2 million. The Board of Directors subsequently appointed Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García as independent directors of the Company to fill two of the vacancies created by the resignations. In addition, ~~Dato~~ Seow Gim Shen was appointed as Chief Executive Officer and Principal Financial Officer and continued to serve as the Company’s Chairman of the Board, which he had done since October 12, 2023.

On August 19, 2024, we entered into a Merger and Contribution and Share Exchange Agreement (the “Merger Agreement”) regarding a business combination with TalenTec Sdn. Bhd. (formerly known as KE Sdn. Bhd.) (“TalenTec”). The Merger Agreement was approved by our Board of Directors. If the Merger Agreement is approved by our stockholders and the stockholders of TalenTec (and the other closing conditions are satisfied or waived in accordance with the Merger Agreement), and upon consummation of the transactions contemplated by the Merger Agreement (the “Merger Closing”), ~~Titan~~the Company will be combined with TalenTec in a “reverse merger” transaction consisting of two steps:

1. TTNP Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of BSKE Ltd. (“BSKE”), a Cayman Islands exempted company, will merge with and into Titan (the “Merger”); the separate existence of Merger Sub will cease; and Titan will be the surviving corporation of the Merger and a direct wholly owned subsidiary of BSKE.

	1.	TTNP Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Black Titan Corporation (formerly known as BSKE Ltd.) (“Black Titan”), a Cayman Islands exempted company, will merge with and into Titan (the “Merger”); the separate existence of Merger Sub will cease; and Titan will be the surviving corporation of the Merger and a direct wholly owned subsidiary of Black Titan.

	2.	Within five business days after the proxy statement/prospectus relating to the proposed transaction becomes effective, shareholders of TalenTec may elect to enter into a share exchange agreement (the “Share Exchange Agreement”) with Titan and Black Titan, pursuant to which, immediately following the Merger, each TalenTec shareholder entering into the Share Exchange Agreement will contribute and exchange all of his TalenTec shares in exchange for ordinary shares of Black Titan. The Company may terminate the Merger Agreement if fewer than all TalenTec shareholders enter into the Share Exchange Agreement within the specified period.

2. ~~Within~~Seow ~~five~~Gim ~~business~~Shen, ~~days~~who ofserved ~~the~~as ~~filing~~our byChairman ~~Titan~~of ~~and~~the ~~BSKE~~Board ofand aChief ~~proxy~~Executive ~~statement/prospectus~~Officer, ~~relating~~was topreviously the ~~proposed~~holder ~~transaction,~~of ~~shareholders~~47.4% of ~~TalenTec~~the ~~may~~outstanding shares ~~elect~~of toTalenTec. ~~enter~~In ~~into~~addition, aMr. ~~share~~Seow ~~exchange~~was ~~agreement~~previously (the ~~“Share~~sole ~~Exchange~~stockholder ~~Agreement~~of The Sire Group Ltd. (“Sire”), ~~with~~which ~~Titan~~is ~~and~~the holder ~~BSKE,~~of ~~pursuant~~Series toAA ~~which~~Preferred Stock, ~~immediately~~currently ~~following~~convertible ~~the~~into ~~Merger~~150,087 shares ~~each~~of ~~TalenTec~~our ~~shareholder~~common ~~entering~~stock. ~~into~~Mr. ~~the~~Seow ~~Share~~subsequently ~~Exchange~~sold ~~Agreement~~all ~~will~~of ~~contribute~~his TalenTec shares to Danny Vincent Dass and ~~exchange~~sold all of his ~~TalenTec~~Sire shares into ~~exchange~~Jeffrey Chung. ~~for~~Upon ~~ordinary~~completion ~~shares~~of the Merger, the existing security holders of ~~BSKE.~~TalenTec and Titan ~~may~~(excluding ~~terminate~~Sire ~~the~~and ~~Merger~~current ~~Agreement~~Titan ifdirectors ~~fewer~~and ~~than~~officers) ~~all~~expect ~~TalenTec~~to ~~shareholders~~own approximately ~~enter~~79.89% and ~~into~~20.11%, respectively, of the ~~Share~~outstanding ~~Exchange~~shares ~~Agreement~~of ~~within~~the combined company. Such ownership percentages could be subject to proportional dilution for any required financing in connection with the ~~specified~~Merger ~~period~~Closing.

~~Dato Seow~~Completion ~~Gim~~of ~~Shen,~~the ~~who~~Merger ~~served~~is assubject ~~our~~to ~~Chairman~~the approval of the ~~Board~~Merger ~~and~~by ~~Chief~~our ~~Executive~~stockholders ~~Officer,~~and ~~was previously~~ the ~~holder~~issuance of ~~47.4% of the outstanding~~ shares ofrelated ~~TalenTec.~~to Inthe ~~addition~~Merger, ~~Mr.~~approval ~~Seow~~of ~~was previously~~ the ~~sole~~listing ~~stockholder~~by Nasdaq of ~~The~~Black Titan ~~Sire~~on ~~Group~~the ~~Ltd.~~Nasdaq ~~(“Sire”)~~Capital Market, ~~which~~post-Merger, isand ~~the holder~~satisfaction or waiver of ~~Series~~other AAcustomary ~~Preferred~~conditions ~~Stock,~~set ~~currently~~forth ~~convertible~~in ~~into~~the ~~150,087~~Merger Agreement. ~~shares~~Accordingly, ofthere ~~our~~can ~~common~~be ~~stock.~~no ~~Upon~~assurance ~~completion~~that of the proposed Merger, ~~the~~will ~~existing~~be ~~security~~consummated. ~~holders~~The ofCompany ~~TalenTec~~has ~~and~~been ~~Titan~~working ~~(excluding~~diligently ~~Sire~~with TalenTec and ~~current~~Black Titan ~~directors~~to ~~and~~prepare ~~officers)~~a ~~expect~~joint toproxy ~~own approximately~~statement/prospectus ~~86.7% and~~in ~~13.3%, respectively,~~respect of the ~~outstanding~~Merger, ~~shares~~which ofwas initially filed by Black Titan confidentially with the ~~combined~~Securities ~~company.~~and ~~Such~~Exchange ~~ownership~~Commission ~~percentages~~(the ~~could~~“SEC”) beon ~~subject~~October 2, to2024. ~~proportional~~Subsequent ~~dilution~~amendment filings were made on February 13, 2025 and April 24, 2025 for ~~any~~purposes ~~required~~of ~~financing~~addressing incomments ~~connection~~received ~~with~~from the ~~Merger Closing~~SEC.

~~Completion of~~On ~~the~~October 24, ~~Merger~~2024, isSeow ~~subject~~Gim toShen ~~the~~notified our ~~approval~~Board of ~~the~~Directors ~~Merger~~of byhis ~~our~~decision ~~stockholders~~to ~~and~~resign ~~the~~as ~~issuance~~Chief ofExecutive ~~shares~~Officer ~~related~~and toChairman of the ~~Merger,~~Board ~~approval~~ of the ~~listing~~Company byfor ~~Nasdaq~~personal ofreasons and ~~BSKE~~not onas ~~the~~a ~~Nasdaq~~result ~~Capital~~of ~~Market,~~any ~~post-Merger,~~disagreement ~~and~~with ~~satisfaction~~our Board or ~~waiver~~management ofon ~~other~~any ~~customary~~matter ~~conditions set~~relating ~~forth~~to inour ~~the~~operations, ~~Merger~~policies ~~Agreement~~or practices. We ~~Accordingly,~~anticipate ~~there~~that ~~can~~the beresignation noof ~~assurance~~Mr. Seow ~~that~~will ~~the~~not ~~proposed~~impact the Merger ~~will~~Closing bewith ~~consummated~~TalenTec.

On ~~October~~ 24November 6, 2024, ~~Dato Seow Gim Shen notified~~ our Board of Directors appointed ofBrynner ~~his~~Chiam, ~~decision~~a todirector ~~resign~~of the Company, as ~~Chief~~acting ~~Executive~~principal ~~Officer~~executive officer and ~~Chairman~~ acting principal financial officer of the Company. Mr. Chiam continued to serve on our Board of Directors while he concurrently served as acting principal executive officer and acting principal financial officer. At that time, the Company ~~for~~also ~~personal~~launched ~~reasons~~a ~~and~~search ~~not~~to asidentify a ~~result~~full-time ofchief ~~any~~executive ~~disagreement~~officer. Mr. Chiam ~~with~~has ~~our~~not ~~Board~~received orand ~~management~~will onnot receive any ~~matter~~additional ~~relating to~~compensation ~~our~~in ~~operations,~~connection ~~policies~~with orhis ~~practices.~~service Weas ~~anticipate~~acting ~~that~~principal executive ~~the~~officer ~~resignation~~and ofacting ~~Mr.~~principal ~~Shen~~financial ~~will~~officer and has not ~~impact~~entered ~~the~~into ~~Merger~~an ~~Closing~~employment agreement in connection with ~~TalenTec~~his service in those roles.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statement presentation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or any future interim periods.

~~The~~On ~~balance~~December 2, ~~sheet~~2024, asour Board of ~~December~~Directors appointed Mr. 31Chay Weei Jye as Chief Executive Officer, ~~2023~~effective December 2, is2024. ~~derived~~On ~~from~~March 20, ~~the~~2025, ~~audited~~we ~~financial~~entered ~~statements~~into an atEmployment ~~that~~Agreement ~~date~~with ~~but~~Chay ~~does~~Weei ~~not~~Jye, ~~include~~our ~~all~~Chief Executive Officer (the ~~information~~“Chay ~~and~~Agreement”), ~~footnotes~~pursuant ~~required~~to bywhich ~~GAAP~~Mr. ~~for~~Chay will ~~complete~~continue ~~financial~~to ~~statements~~serve as our Chief Executive Officer. ~~These~~Pursuant ~~unaudited~~to ~~condensed~~the ~~financial~~terms ~~statements~~of ~~should~~the beChay ~~read~~Agreement, inMr. ~~conjunction~~Chay ~~with~~will ~~the~~be ~~audited~~paid ~~financial~~a ~~statements~~base ~~and~~salary of ~~footnotes~~$60,000 ~~thereto~~per ~~included~~year and will participate in the ~~Titan~~Company’s ~~Pharmaceuticals,~~equity ~~Inc~~incentive plan. ~~Annual~~Mr. ~~Report~~Chay onwill ~~Form~~be ~~10-K~~eligible ~~for~~to ~~the~~receive ~~year~~an ~~ended December 31~~annual bonus, ~~2023,~~with asa ~~filed~~target ~~with~~of ~~the~~fifty ~~Securities~~percent ~~and~~(50%) ~~Exchange~~of ~~Commission~~his base salary.

On March 26, 2025, we received a notice (the “Notice”) from the Listing Qualifications staff of Nasdaq notifying the Company that our stockholders’ equity as reported in our Annual Report on Form 10-K for the period ended December 31, 2024 (“2024 10-K”) did not satisfy the stockholders’ equity 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”). In our 2024 10-K, we reported stockholders’ equity of $2,440,000, and, as a result, did not satisfy the Equity Rule.

The Notice had no immediate effect on our listing on the Nasdaq Capital Market. In accordance with Nasdaq rules, the Company has 45 calendar days from the date of the Notice to submit a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1). We intend to submit a compliance plan within 45 days of the date of the Notice and will evaluate available options to resolve the deficiency and regain compliance. If our compliance plan is accepted, we may be granted up to 180 calendar days from March 26, 2025 to evidence compliance. As a result of the completion of our Private Placement transaction with Blue Harbour Asset Management L.L.C-FZ on April 11, 2025, as described further below, the Company believes it has stockholders’ equity of at least $2.5 million. The Company awaits Nasdaq’s formal confirmation that it has evidenced compliance with the Equity Rule. Furthermore, if deemed compliant, Nasdaq will continue to monitor the Company to ensure its ongoing compliance with the Equity Rule and, if at the time of filing of the Company’s next periodic financial statements that covers the period following the closing of the Private Placement, the Company does not evidence compliance with the Equity Rule, the Company may be subject to delisting from Nasdaq. See Note 9. Subsequent Events.

On March 27, 2025, our Board appointed Gabriel Loh as an independent director of the Company. The Board determined that Mr. Loh is “independent” as defined under the relevant rules of the SEC and The Nasdaq Stock Market and appointed him to serve as a member of the Audit Committee.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statement presentation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any future interim periods.

The balance sheet as of December 31, 2024 is derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and footnotes thereto included in our 2024 10-K.

The accompanying condensed financial statements have been prepared assuming we will continue as a going concern.

As of September 30, 2024, we had cash of approximately $3.4 million, which we believe is sufficient to fund our planned operations through the fourth quarter of 2025. We are exploring several financing and strategic alternatives; however, there can be no assurance that our efforts will be successful.7

~~Going~~As ~~Concern~~of ~~Assessment~~March 31, 2025, we had cash of approximately $1.9 million, which we believe is sufficient to fund our planned operations through the first quarter of 2026. We are exploring several financing and strategic alternatives; however, there can be no assurance that our efforts will be successful.

We assess going concern uncertainty in our condensed financial statements to determine if we have sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the condensed financial statements are issued or available to be issued, which is referred to as the look-forward period as defined by Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. As part of this assessment, based on conditions that are known and reasonably knowable to us, we will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and its ability to delay or curtail expenditures or programs, if necessary, among other factors. Based on this assessment, as necessary or applicable, we make certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent we deem probable those implementations can be achieved, and we have the proper authority to execute them within the look-forward period in accordance with ASU No. 2014-15.

Based upon the above assessment, we concluded that, at the date of filing the condensed financial statements in this Quarterly Report on Form 10-Q for the nine months ended September 30, 2024, we have sufficient cash to fund our operations for the next 12 months without additional funds.

Use of Estimates

The preparation of ~~condensed~~ financial statements in conformity with accounting principles generally accepted in the ~~U.S.~~United States requires management to make estimates and assumptions that affect the amounts reported in the ~~condensed~~ financial statements and accompanying notes. Actual results could differ from those estimates.

Going Concern Assessment

We assess going concern uncertainty in our financial statements to determine if we have sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the financial statements are issued or available to be issued, which is referred to as the look-forward period as defined by Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU No. 2014-15”). As part of this assessment, based on conditions that are known and reasonably knowable to us, we will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and our ability to delay or curtail expenditures or programs, if necessary, among other factors. Based on this assessment, as necessary or applicable, we make certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent we deem probable those implementations can be achieved, and we have the proper authority to execute them within the look-forward period in accordance with ASU No. 2014-15.

Based upon the above assessment, our efforts to reduce operating costs and expenditures, and given our existing cash and projected disbursements, we concluded that, at the date of filing the financial statements in this Quarterly Report on Form 10-Q for the three months ended March 31, 2025, we had sufficient cash to fund our operations for the next 12 months without additional funds. Accordingly, the financial statements do not include adjustments that would be necessary if the going concern assumption were inappropriate.

Stock-Based Compensation

We recognize compensation expense using a fair-value based method for all stock-based payments including stock options and restricted stock awards and stock issued under an employee stock purchase plan. These standards require companies to estimate the fair value of stock-based payment awards on the date of grant using an option pricing model. See Note 23. Stock Plans for a discussion of our stock-based compensation plans.

Cash

Our investment policy emphasizes liquidity and preservation of principal over other portfolio considerations. We select investments that maximize interest income to the extent possible given these two constraints. We satisfy liquidity requirements by investing excess cash in securities with different maturities to match projected cash needs and limit concentration of credit risk by diversifying our investments among a variety of high credit-quality issuers and ~~limit~~limiting the amount of credit exposure to any one issuer. The estimated fair values have been determined using available market information. We do not use derivative financial instruments in our investment portfolio.

All investments with original maturities of three months or less are considered to be cash equivalents. We had no cash equivalents as of September 30, 2024 and December 31, 2023.

We maintain significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on our financial condition, results of operations, and cash flows.

7All investments with original maturities of three months or less are considered to be cash equivalents. We had no cash equivalents as of March 31, 2025 and December 31, 2024.

~~Restricted Cash~~8

In accordance with ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, we explain the change during the period in the total of cash and restricted cash and include restricted cash with cash when reconciling the beginning-of-period and end-of-period total amounts shown on the condensed statements of cash flows.

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets consist primarily of prepaid insurance, prepaid rent, prepaid payroll, and other expenses. Prepaid expenses are recorded at cost and are amortized over the periods benefited using the straight-line method. The Company reviews prepaid expenses at each balance sheet date and adjusts the carrying amounts as necessary to reflect the remaining estimated benefit.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets ranging from three 3 to 5 five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the assets.

Revenue Recognition

We generated revenue principally from collaborative research and development arrangements and government grants.

Grant Revenue

We had contracts with National Institute on Drug Abuse or NIDA, within the U.S. Department of Health and Human Services, the Bill & Melinda Gates Foundation, and other government-sponsored organizations for research and development related activities that provided for payments for reimbursed costs, which may have included overhead and general and administrative costs. We recognized revenue from these contracts as we performed services under these arrangements when the funding was committed. Associated expenses were recognized when incurred as research and development expense. Revenues and related expenses are presented gross in the condensed statements of operations.

Receivables

The following table presents the activity related to our receivables for the nine months ended September 30, 2024.

Schedule of activity related to our accounts receivable
(in thousands of U.S. dollars)
Balance at January 1, 2024	$	46
Deductions		(8	)
Balance at September 30, 2024	$	38

Research and Development Costs and Related Accrual

Research and development expenses include internal and external costs. Internal costs include salaries and employment related expenses, facility costs, administrative expenses, and allocations of corporate costs. External expenses consist of costs associated with outsourced contract research organization activities, sponsored research studies, product registration, and investigator sponsored trials. Significant judgments and estimates must be made and used in determining the accrued balance in any accounting period. Actual results could differ from those estimates under different assumptions. Revisions are charged to expense in the period in which the facts that give rise to the revision become known.

Leases

We determine whether the arrangement is or contains a lease at inception. Operating lease right-of-use assets and lease liabilities are recognized at the present value of the future lease payments at commencement date. The interest rate implicit in lease contracts is typically not readily determinable, and therefore, we utilize our incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.

Lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on our condensed balance sheets as right-of-use assets, operating lease liabilities current and operating lease liabilities non-current.

~~The~~We ~~operating~~leased our office facility under an operating lease that expired onin June ~~30,~~ 2024, and was not renewed. Rent expense associated with this lease was approximately $32,000 for the three months ended March 31, 2024.

~~Recent~~Subsequent ~~Accounting Pronouncements~~Events

~~There~~We ~~are~~have noevaluated ~~recent~~events that ~~accounting~~have ~~pronouncements~~occurred ~~that~~after ~~will~~March 31, ~~have~~2025 aand ~~material~~through ~~impact~~the ondate that our condensed financial statements are issued. See Note 9. Subsequent Events.

Fair Value Measurements

Financial instruments, including receivables, accounts payable and accrued liabilities, are carried at cost, and their fair values are approximated due to the short-term nature of these instruments.

2.Recent ~~Stock~~Accounting ~~Plans~~Pronouncements

~~The~~See ~~following~~Note ~~table~~1 ~~summarizes~~to ~~option~~our ~~activity:~~financial statements included in our 2024 10-K for information on recent accounting pronouncements.

Schedule of our option activity
	Options (in thousands)		Weighted AverageExercise Price per share		Weighted AverageRemaining Option Term (in years)		Aggregate IntrinsicValue(in thousands)
Outstanding at December 31, 2023		93	$	73.46		8.35	$	-
Outstanding at September 30, 2024		93		71.75		7.29		-
Exercisable at September 30, 2024		93		71.75		7.29		-

Segment Reporting – Significant Expense Disclosure

Our Chief Operating Decision Maker (CODM), the Acting Principal Financial Officer, manages our business activities as a single operating and reportable segment at the entity level. The ~~following~~information ~~table~~in ~~summarizes~~our financial statements along with the ~~stock~~quarterly forecasts and weekly disbursements are some of the regularly provided financial information our CODM receives. Accordingly, our CODM uses net loss to measure segment profit or loss, allocate resources and assess performance. In accordance with ASU 2023-~~based~~07, ~~compensation~~the following significant expense ~~recorded~~categories ~~for~~have ~~awards~~been ~~under~~identified ~~our~~based ~~stock~~on ~~option~~the ~~plans~~information regularly reviewed when assessing performance and allocating resources:

Schedule of the stock-based compensation expense
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in thousands of U.S. dollars)	2024		2023		2024		2023
Research and development	$	-	$	52	$	-	$	106
Selling, general and administrative		-		359		-		859
Total stock-based compensation	$	-	$	411	$	-	$	965

We use the Black-Scholes-Merton option-pricing model to estimate the fair value of our stock options. There were no options granted or shares awarded during the nine months ended September 30, 2024 and 2023.

As of September 30, 2024, there was no unrecognized compensation expense related to non-vested stock options.

1. Salaries and employee compensation and benefits – Through the second quarter of 2024, salaries and related employee compensation and benefit costs represented a significant portion of our expenses. However, as June 30, 2024, all employees were terminated, and no further salary-related expenses were incurred for the remainder of the fiscal year. In March 2025, we entered into an employment agreement with Chay Weei Jye providing for a base annual salary of $60,000. 2. Professional fees – Primarily consists of legal fees related to corporate governance and regulatory compliance, accounting and audit fees associated with financial reporting and compliance with SEC requirements and consulting fees paid to certain contractors. 3. ~~Net~~Insurance ~~Loss~~expenses ~~Per~~– ~~Share~~Includes general liability, directors and officers (D&O) insurance, and other business-related coverage. 4. Board of directors’ fees – Paid to directors for their service on the board and its committees.

Amounts incurred for the above-identified expenses for the three months ended March 31, 2025 and 2024 were as follows:


	Three Months Ended March 31,
(in thousands of U.S. dollars)	2025		2024
Salaries and employee compensation benefits	$	15	$	415
Professional fees		315		397
Insurance expenses		110		124
Board of directors’ fees		39		81
Total	$	479	$	1,017

3.	Stock Plans

The following table summarizes option activity:

Schedule of our option activity
	Shares (in thousands)		Weighted- Average Exercise Price per share		Weighted- Average Remaining Option Term (in years)		Aggregate Intrinsic Value (in thousands of U.S. dollars)
Outstanding at December 31, 2024		79	$	69.85		7.15	$	-
Outstanding at March 31, 2025		79	$	68.52		6.90	$	-
Exercisable at March 31, 2025		79	$	68.52		6.90	$	-

We use the Black-Scholes-Merton option-pricing model to estimate the fair value of our stock options. There were no options granted or shares awarded during the three-month periods ended March 31, 2025 and 2024.

As of March 31, 2025, there was no unrecognized compensation expense related to non-vested stock options.

4.	Net Loss Per Share

The table below presents common shares underlying stock options and warrants that are excluded from the calculation of the weighted average number of common shares outstanding used for the calculation of diluted net loss per common share. These are excluded from the calculation due to their anti-dilutive effect:

Schedule of antidilutive securities excluded from computation of net loss per common share

Three Months Ended

~~Nine Months Ended~~

September 30,

March 31,

(in thousands)

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

Weighted-average anti-dilutive common shares resulting from options

9380

~~1,861~~93

~~1,241~~

Weighted-average anti-dilutive common shares resulting from convertible note

~~504~~15

~~170~~

Weighted-average anti-dilutive common shares resulting from convertible preferred

~~380~~1,019

~~3,767~~332

~~355~~

~~1,269~~

Weighted-average anti-dilutive common shares resulting from warrants

~~476~~468

~~9,818~~476

~~476~~

~~7,678~~

949

15,950

932

10,358

1,567

916

45. Commitments and Contingencies

Lease Commitments

We leased our office facility under an operating lease that expired in June 2024. Rent expense associated with this lease was approximately $0 and $32,000 for the three months ended September 30, 2024 and 2023, respectively, and $64,000 and $96,000 for the nine months ended September 30, 2024 and 2023, respectively.

Legal Proceedings

In 2020, a legal proceeding was initiated against us by a former employee alleging wrongful termination, retaliation, infliction of emotional distress, negligent supervision, hiring and retention and slander. An independent investigation into this individual’s allegations of whistleblower retaliation, while still an employee, was conducted utilizing an outside investigator and concluded that such allegations were not substantiated. In September 2023, Fedson, as consideration for the Asset Purchase Agreement, agreed to assume all liabilities related to this pending employment claim (see Note 56. Asset Sale).

56. Asset Sale

In July 2023, we entered into the Asset Purchase Agreement with Fedson for the sale of the ProNeura Assets, with closing occurring on September 1, 2023. The ProNeura Assets constituted only a portion of our assets. In August 2023, we entered into an Amendment to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase our ProNeura Assets for a purchase price of $2.0 million, consisting of (i) $500,000 in readily available funds, paid in full on the Closing Date, (ii) $500,000 in the form of the Cash Note and (iii) $1,000,000 in the form of the Escrow Note. We will also be eligible to receive potential milestone payments of up to $50 million on future net sales of the products and certain royalties on future net sales of the products. As further consideration, Fedson assumed all liabilities related to a pending employment claim against us. On the Closing Date, Fedson delivered a written guaranty by a principal of Fedson of all of Fedson’s obligations under both the Cash Note and Escrow Note. The Cash Note included provisions, which Fedson has exercised, allowing Fedson to extend the maturity date of the Cash Note to November 1, 2023, and again to December 1, 2023, upon payment of $5,000 for each extension. The Cash Note and Escrow Note were paid in December 2023 and January 2024, respectively. We received the funds from the escrow account in February 2024. ~~Following the sale, we continued to incur expenses related to the assets sold. As of September 30, 2024, these pass-through costs totaled $38,000 in receivables.~~

1011

67. Stockholders’ Equity

~~Our~~The ~~common~~Company ~~stock~~had ~~outstanding was~~ 914,234 ~~and~~shares ~~781,503~~of common stock outstanding as of ~~September~~March 3031, 2025 ~~2024~~ and December 31, ~~2023, respectively~~2024.

Reverse Split

On January 8, 2024, pursuant to prior stockholder authorization, our Board effected a reverse split of the outstanding shares of our common stock at a ratio of one share for every twenty shares then outstanding (the “Reverse Split”). Pursuant to their respective terms, the number of shares underlying our outstanding options and warrants was reduced and their respective exercise prices increased by the Reverse Split ratio. The number of shares of common stock authorized and the par value of $0.001 per share did not change as a result of the Reverse Split. All share and per share amounts contained in this Quarterly Report on Form 10-Q give retroactive effect to the Reverse Split.

Choong Choon Hau Note Conversion

In August 2023, we received $500,000 in funding in exchange for the issuance of a convertible promissory note for that principal amount to Choong Choon Hau (the “Hau Promissory Note”). Pursuant to the Hau Promissory Note, the principal amount accrues interest at a rate of 10% per annum and is payable monthly. All principal and accrued interest was due and payable on January 8, 2024, unless extended as provided. All or part of the Hau Promissory Note could be converted into our common stock at a conversion price of $9.32 per share from time to time following the issuance date and ending on the maturity date. In March 2024, the Hau Promissory Note, along with accrued interest of approximately $4,511, was converted into 54,132 shares of our common stock.

78. Related Party Transactions

During the ~~nine~~three months ended ~~September 30~~March 31, ~~2024~~2025 and ~~2023~~2024, we made payments related to legal ~~and consulting~~ fees of approximately $112,~~138~~ 000 and approximately $~~100~~7,000, respectively, to a law firm operated by one of our Board members.

~~During~~As ~~the~~of ~~nine~~March ~~months ended September 30~~31, ~~2024~~2025, we ~~made~~had ~~payments~~a ~~totaling~~receivable balance of approximately $1381,~~947~~000 onfrom ~~behalf~~Black ~~of BSKE~~Titan, a related party. This ~~amount~~includes isadvances ~~recorded~~of asapproximately a$19,000 ~~receivable~~made onduring the ~~condensed~~three months ended March 31, 2025 and a balance ~~sheet~~of $62,000 outstanding as of ~~September~~December 3031, 2024. ~~and~~This amount is expected to be repaid under standard terms.

In August 2023, we received $500,000 in funding in exchange for the issuance of the Hau Promissory Note. In March 2024, the Hau Promissory Note, along with accrued interest of approximately $4,511, was converted into 54,132 shares of our common stock (see Note 67. Stockholders’ Equity).

89. Subsequent Events

OnWe ~~October~~have ~~24,~~evaluated ~~2024,~~events ~~Dato Seow~~that ~~Gim~~have ~~Shen~~occurred ~~notified our Board of Directors of his decision~~ subsequent to ~~resign~~March 31, as2025 ~~Chief Executive Officer~~ and ~~Chairman~~through of the ~~Board~~date ofthat the ~~Company for~~financial ~~personal~~statements ~~reasons~~are ~~and~~issued. ~~not~~Based ~~as a result of any disagreement with our Board or management~~ on ~~any~~this ~~matter~~evaluation, ~~relating~~other tothan ~~our~~as ~~operations,~~set ~~policies~~forth orbelow, ~~practices.~~no Weevents ~~anticipate~~have occurred that ~~the~~require ~~resignation~~disclosure ofor ~~Mr.~~adjustment ~~Shen will~~in ~~not impact~~ the ~~Merger~~financial ~~Closing with TalenTec~~statements.

On ~~November~~March 629, ~~2024~~2025, ~~our~~we ~~Board~~entered ofinto ~~Directors~~a ~~appointed~~Securities ~~Brynner~~Purchase ~~Chiam,~~Agreement awith ~~director~~Blue ofHarbour ~~the~~Asset ~~Company,~~Management asL.L.C-FZ ~~acting~~(“Blue ~~principal~~Harbour”), ~~executive~~pursuant ~~officer~~to ~~and~~which ~~acting~~we ~~principal financial~~agreed ~~officer~~to issue 100,000 shares of ~~the~~Series ~~Company.~~B MrConvertible Preferred Stock, par value $0.001 ~~Chiam~~per ~~continued~~share (the “Series B Preferred Stock”) to ~~serve~~Blue onHarbour ~~our~~at ~~Board~~a price of ~~Directors~~$10.00 ~~during~~per ~~his~~share, ~~service~~for asan ~~acting~~aggregate ~~principal~~purchase ~~executive officer~~price ~~and~~of ~~acting~~$1,000,000 ~~principal~~(the ~~financial~~“Private ~~officer~~Placement”). ~~Mr.~~ ~~Chiam~~The ~~will~~terms, ~~not~~rights, ~~receive~~obligations ~~any~~and ~~additional~~preferences ~~compensation~~of inthe ~~connection~~Series ~~with~~B ~~his~~Preferred ~~service~~Stock asare ~~acting~~set ~~principal~~forth ~~executive~~in ~~officer~~a ~~and~~Certificate ~~acting~~of ~~principal~~Designations, Preferences ~~financial~~and ~~officer~~Rights ~~and~~of ~~has~~Series ~~not~~B ~~entered~~Convertible ~~into~~Preferred anStock ~~employment~~of ~~agreement~~the inCompany ~~connection~~(the “Certificate of Designations”), filed with ~~his~~the ~~service~~Secretary of inState ~~those~~of ~~roles~~the State of Delaware on March 31, 2025. The closing of the Private Placement occurred on April 11, 2025.

On November 22, 2024, WithumSmith+Brown, PC (“Withum”) resigned as the Company’s independent registered public accounting firm, effective immediately. Withum’s reports on the Company’s financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s two most recent fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through September 30, 2024, there were: (i) no “disagreements” (within the meaning of Item 304(a) of Regulation S-K) with Withum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements of the Company; and (ii) no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).

On December 2, 2024, the Company’s Board of Directors appointed Chay Weei Jye as the Company’s Chief Executive Officer, effective December 2, 2024. There are no arrangements or understandings between Mr. Chay and any other persons pursuant to which he was selected as Chief Executive Officer. There are no family relationships between Mr. Chay and any director or executive officer of the Company, and he has no indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On December 3, 2024, the Company entered into an engagement letter with Enrome LLP (“Enrome”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. During the fiscal years ended December 31, 2023 and 2022, and through the effective date of Enrome’s engagement, neither the Company nor anyone acting on its behalf consulted Enrome regarding (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and Enrome did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) on accounting principles or practices, financial statement disclosure or auditing scope or procedures or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Under the Certificate of Designations, each share of Series B Preferred Stock will be convertible, at the holder’s option at any time, into shares of the Company’s common stock at a conversion rate equal to the quotient of (i) the stated value of such share divided by (ii) the initial conversion price of $3.00, subject to specified adjustments as set forth in the Certificate of Designations. Based on the initial conversion rate, approximately 333,333 shares of the Company’s common stock would be issuable upon conversion of all the shares of Series B Preferred Stock, when issued, assuming the absence of in-kind dividends. The Series B Preferred Stock will contain limitations that prevent Blue Harbour from acquiring the lower of either (i) the maximum percentage of common stock permissible under the rules and regulations of The Nasdaq Stock Market (“Nasdaq”) without first obtaining shareholder approval or (ii) 19.99% of the Company’s outstanding common stock.

The holder of the Series B Preferred Stock is entitled to receive dividends on shares of the Series B Preferred Stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends actually paid on shares of the common stock. No other dividends will be paid on shares of the Series B Preferred Stock. Any shares of Series B Preferred Stock may, at the option of the holder, be converted at any time into that number of shares of common stock at the conversion price set forth above. Without approval of holders of a majority of the outstanding Series B Preferred Stock, the Company may not (a) alter or adversely change the powers, preferences or rights given to the Series B Preferred Stock, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series B Preferred Stock, (c) increase the number of authorized shares of the Series B Preferred Stock, (d) enter into or consummate any Fundamental Transaction (as defined in the Certificate of Designations), or (e) enter into any agreement with respect to any of the foregoing. In the event of any liquidation, dissolution or winding up of the Company, the holder of the Series B Preferred Stock will be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of common stock would receive if the Series B Preferred Stock were fully converted to common stock, which amounts shall be paid pari passu with all holders of common stock.

The shares sold in the Private Placement do not involve a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Regulation S thereunder.

As a result of the completion of the Private Placement, the Company believes it has stockholders’ equity of at least $2.5 million. The Company awaits Nasdaq’s formal confirmation that it has evidenced compliance with the Equity Rule. Furthermore, if deemed compliant, Nasdaq will continue to monitor the Company to ensure its ongoing compliance with the Equity Rule and, if at the time of filing of the Company’s next periodic financial statements that covers the period following the closing of the Private Placement, the Company does not evidence compliance with the Equity Rule, the Company may be subject to delisting from Nasdaq.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q or in the documents incorporated by reference herein may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act ~~of 1933 (the “Securities Act”)~~ and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) that involve substantial risks and uncertainties. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Forward-looking statements included or incorporated by reference in this report or our other filings with the ~~Securities and Exchange Commission, or the~~ SEC, include, but are not necessarily limited to, those relating to uncertainties relating to:

●

Our ability to complete one or more strategic transactions that will maximize our assets or otherwise provide value to stockholders;

●

our ability to raise capital when needed;

●

difficulties or delays in the product development and regulatory process; and

●

protection for our patents and other intellectual property or trade secrets.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties, including the risks outlined under “Risk Factors” or elsewhere in this report, that could cause actual performance or results to differ materially from what is expressed in or suggested by the forward-looking statements.

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. We caution you not to give undue weight to such projections, assumptions, and estimates.

References herein to “we,” “us,” “Titan,” and “our company” refer to Titan Pharmaceuticals, Inc. unless the context otherwise requires.

Probuphine^®and ProNeura^® are trademarks of Fedson, Inc. This Quarterly Report on Form 10-Q also includes trade names and trademarks of other companies besides Titan.

All share and per share data in this report gives retroactive effect to a 1-for-20 reverse stock split effected on January 9, 2024.

Overview

We are a pharmaceutical company that was previously developing therapeutics utilizing the proprietary long-term drug delivery platform, ProNeura®, for the treatment of select chronic diseases for which steady state delivery of a drug has the potential to provide an efficacy and/or safety benefit. ProNeura consists of a small, solid implant made from a mixture of ethylene-vinyl acetate ~~(“EVA”)~~ and a drug substance. The resulting product is a solid matrix that is designed to be administered subdermally in a brief, outpatient procedure and is removed in a similar manner at the end of the treatment period.

13Our first product based on the ProNeura technology was Probuphine® (buprenorphine implant), which is approved in the United States, Canada and the European Union (“EU”) for the maintenance treatment of opioid use disorder in clinically stable patients taking 8 milligrams or less a day of oral buprenorphine. While Probuphine continues to be commercialized in the EU (as Sixmo™) by another company that had acquired the rights from us, we discontinued commercialization of the product in the United States during the fourth quarter of 2020 and subsequently sold the product in September 2023. Discontinuation of our commercial operations allowed us to focus our limited resources on product development programs and transition back to a product development company at that time.

Our first product based on the ProNeura technology was Probuphine® (buprenorphine implant), which is approved in the United States, Canada, and the European Union (“EU”) for the maintenance treatment of opioid use disorder in clinically stable patients taking 8 mg or less a day of oral buprenorphine. While Probuphine continues to be commercialized in the EU (as Sixmo™) by another company that had acquired the rights from Titan, we discontinued commercialization of the product in the United States during the fourth quarter of 2020 and subsequently sold the product in September 2023. Discontinuation of our commercial operations has allowed us to focus our limited resources on important product development programs and transition back to a product development company at that time.

In December 2021, we announced our intention to work with our financial advisor to explore strategic alternatives to enhance stockholder value, potentially including an acquisition, merger, reverse merger, other business combination, sales of assets, licensing, or other transaction. In June 2022, we implemented a plan to reduce expenses and conserve capital that included a company-wide reduction in salaries and a scale back of certain operating expenses to enable us to maintain sufficient resources as we pursued potential strategic alternatives. In July 2022, David Lazar and Activist Investing LLC (collectively, “Activist”) acquired an approximately 25% ownership interest in Titan, filed a proxy statement and nominated six additional directors, each of whom was elected to our board of directors (the “Board”) at a special meeting of stockholders held on August 15, 2022 (the “Special Meeting”). The exploration and evaluation of possible strategic alternatives by the Board has continued following the Special Meeting. Following the election of the new directors at the Special Meeting, Dr. Marc Rubin was replaced as our Executive Chairman, and David Lazar assumed the role of Chief Executive Officer. In connection with the termination of his employment as Executive Chairman, Dr. Rubin received aggregate severance payments of approximately $0.4 million. In December 2022, we implemented additional cost reduction measures including a reduction in our workforce. In June 2023, David Lazar sold his approximately 25% ownership interest in Titan to Choong Choon Hau. Mr. Lazar resigned his position as the Company’s Chief Executive Officer in April 2024. Our then Chairman of the Board of Directors, Dato Seow Gim Shen, assumed the position as our Chief Executive Officer in April 2024.

In April 2024, David Lazar, our Chief Executive Officer, Kate Beebe DeVarney, Ph.D., our President and Chief Operating Officer and a member of our Board of Directors, and three other members of our Board of Directors, Eric Greenberg, Matthew C. McMurdo, and David Natan, resigned their positions with the Company. Pursuant to the terms of their respective settlement agreements, we made payments in aggregate of approximately $1.2 million. The Board of Directors subsequently appointed Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García as independent directors of the Company to fill two of the vacancies created by the resignations. In addition, Dato Seow Gim Shen was appointed as Chief Executive Officer and Principal Financial Officer and continued to serve as the Company’s Chairman of the Board, which he had done since October 12, 2023.

On September 1, 2023, (the “Closing Date”), we closed on the sale of certain ProNeura assets, including our portfolio of drug addiction products, in addition to other early development programs based on the ProNeura drug delivery technology (the “ProNeura Assets”). In July 2023, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Fedson, Inc., a Delaware corporation (“Fedson”) for the sale of the ProNeura Assets. Our addiction portfolio consisted of the Probuphine and Nalmefene implant programs. The ProNeura Assets constituted only a portion of our assets. In August 2023, we entered into an Amendment and Extension Agreement (the “Amendment”) to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase our ProNeura Assets for a purchase price of $2.0 million, consisting of (i) $500,000 in readily available funds, paid in full on the Closing Date, (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”). We will also be eligible to receive potential milestone payments of up to $50 million on future net sales of the products and certain royalties on future net sales of the products. As further consideration, Fedson assumed all liabilities related to a pending employment claim against us. On the Closing Date, Fedson delivered a written guaranty by a principal of Fedson of all of Fedson’s obligations under both the Cash Note and Escrow Note. The Cash Note included provisions, which Fedson has exercised, allowing Fedson to extend the payment of the Cash Note to November 1, 2023, and again to December 1, 2023, upon payment of $5,000 for each extension. The Cash Note and Escrow Note were paid in December 2023 and January 2024, respectively. We received the funds from the escrow account in February 2024.

OnIn ~~August~~December 2021, 19we announced our intention to work with our financial advisor to explore strategic alternatives to enhance stockholder value, ~~2024~~potentially including an acquisition, wemerger, reverse merger, other business combination, sales of assets, licensing, or other transaction. In June 2022, ~~entered~~we ~~into~~implemented a ~~Merger~~plan ~~and~~to ~~Contribution~~reduce expenses and ~~Share~~conserve ~~Exchange~~capital ~~Agreement~~that ~~(the~~included ~~“Merger~~a ~~Agreement”)~~company-wide ~~regarding~~reduction in salaries and a ~~business~~scale back of certain ~~combination~~operating ~~with~~expenses ~~TalenTec~~to ~~Sdn.~~enable ~~Bhd.~~us ~~(formerly~~to ~~known~~maintain sufficient resources as KEwe ~~Sdn.~~pursued ~~Bhd~~potential strategic alternatives. In July 2022, David Lazar and Activist Investing LLC acquired an approximately 25% ownership interest in Titan, filed a proxy statement and nominated six additional directors, each of whom was elected to our board of directors (the “Board”) at a special meeting of stockholders held on August 15, 2022 (the “~~TalenTec~~Special Meeting”). The ~~Merger~~exploration ~~Agreement~~and ~~was~~evaluation ~~approved~~of bypossible ~~our~~strategic alternatives by the Board ofhas ~~Directors.~~continued Iffollowing the ~~Merger~~Special ~~Agreement~~Meeting. isFollowing ~~approved~~the byelection ~~our~~of ~~stockholders~~the ~~and~~new directors at the ~~stockholders~~Special ofMeeting, ~~TalenTec~~Dr. (Marc Rubin was replaced as our Executive Chairman, and ~~the~~David ~~other~~Lazar ~~closing conditions~~assumed ~~are~~the ~~satisfied~~role orof ~~waived~~Chief inExecutive ~~accordance~~Officer. In connection with the ~~Merger~~termination of ~~Agreement)~~his employment as Executive Chairman, ~~and~~Dr. ~~upon~~Rubin ~~consummation~~received aggregate severance payments of ~~the~~approximately ~~transactions~~$0.4 ~~contemplated~~million. In December 2022, bywe ~~the~~implemented ~~Merger~~additional ~~Agreement~~cost ~~(the “Merger~~reduction ~~Closing”)~~measures including a reduction in our workforce. In June 2023, ~~Titan~~David ~~will~~Lazar besold ~~combined~~his ~~with~~approximately 25% ~~TalenTec~~ownership interest in aTitan ~~“reverse~~to ~~merger”~~Choong Choon Hau. Mr. Lazar resigned his position as the Company’s Chief Executive Officer ~~transaction~~in ~~consisting~~April 2024. Our then Chairman of ~~two~~the ~~steps:~~Board of Directors, Seow Gim Shen, assumed the position as our Chief Executive Officer in April 2024.

On September 1., ~~TTNP~~2023 ~~Merger~~(the ~~Sub~~“Closing Date”), ~~Inc~~we closed on the sale of certain ProNeura assets, including our portfolio of drug addiction products, in addition to other early development programs based on the ProNeura drug delivery technology (the “ProNeura Assets”). In July 2023, we entered into an asset purchase agreement (the “~~Merger~~Asset ~~Sub~~Purchase Agreement”) with Fedson, Inc., a Delaware corporation (“Fedson”), for the sale of the ProNeura Assets. Our addiction portfolio consisted of the Probuphine and aNalmefene ~~wholly~~implant ~~owned~~programs. ~~subsidiary~~The ProNeura Assets constituted only a portion of ~~BSKE~~our ~~Ltd~~assets. In August 2023, we entered into an Amendment and Extension Agreement (the “~~BSKE~~Amendment”) to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase our ProNeura Assets for a ~~Cayman~~purchase ~~Islands~~price ~~exempted~~of ~~company~~$2.0 million, consisting ~~will~~of ~~merge~~(i) ~~with~~$500,000 in readily available funds, paid in full on the Closing Date, (ii) $500,000 in the form of a promissory note due and ~~into~~payable ~~Titan~~on October 1, 2023 (the “~~Merger~~Cash Note”); ~~the~~and ~~separate~~(iii) ~~existence~~$1,000,000 in the form of ~~Merger~~a ~~Sub~~promissory ~~will~~note ~~cease;~~due and ~~Titan~~payable on January 1, 2024 (the “Escrow Note”). We will also be ~~the~~eligible ~~surviving~~to ~~corporation~~receive potential milestone payments of up to $50 million on future net sales of the ~~Merger~~products and certain royalties on future net sales of the products. As further consideration, Fedson assumed all liabilities related to a ~~direct~~pending ~~wholly~~employment ~~owned~~claim ~~subsidiary~~against us. On the Closing Date, Fedson delivered a written guaranty by a principal of ~~BSKE~~Fedson of all of Fedson’s obligations under both the Cash Note and Escrow Note. The Cash Note included provisions, which Fedson has exercised, allowing Fedson to extend the payment of the Cash Note to November 1, 2023, and again to December 1, 2023 upon payment of $5,000 for each extension. The Cash Note and Escrow Note were paid in December 2023 and January 2024, respectively. We received the funds from the escrow account in February 2024.

2.On ~~Within~~September 13, ~~five~~2023, ~~business~~we ~~days~~entered ofinto ~~the~~a Securities ~~filing~~Purchase byAgreement ~~Titan~~(the ~~and~~“Sire ~~BSKE~~Purchase ofAgreement”) awith ~~proxy~~Sire, ~~statement/prospectus~~pursuant ~~relating~~ to ~~the~~which ~~proposed~~we ~~transaction~~issued 950,000 ~~shareholders~~shares of ~~TalenTec~~Series AA ~~may~~Preferred ~~elect~~Stock to ~~enter~~Sire ~~into~~at a price of $10.00 per share, ~~exchange~~for ~~agreement~~an ~~(the~~aggregate ~~“Share~~purchase ~~Exchange~~price ~~Agreement”~~of $9,500,000. The purchase price consists of (i) ~~with~~$5 ~~Titan~~million in cash at closing and ~~BSKE~~(ii) $4.5 million in the form of a promissory note from Sire, ~~pursuant~~personally toguaranteed ~~which~~by a principal of Sire, ~~immediately~~due ~~following~~and ~~the~~payable ~~Merger~~on September 23, ~~each~~2023, ~~TalenTec~~which ~~shareholder~~was ~~entering~~fully ~~into~~repaid ~~the~~on ~~Share~~that ~~Exchange~~date. ~~Agreement~~The ~~will~~terms, ~~contribute~~rights, obligations and ~~exchange~~preferences of ~~all~~the ofSeries ~~his~~AA ~~TalenTec~~Preferred ~~shares~~Stock are set forth in ~~exchange~~a ~~for~~Certificate ~~ordinary~~of ~~shares~~Designations, Preferences and Rights of ~~BSKE.~~Series AA Preferred Stock of Titan ~~may~~(the ~~terminate~~“Certificate of Designations”), filed with the ~~Merger~~Secretary ~~Agreement~~of ifState ~~fewer~~of ~~than~~the ~~all~~State ~~TalenTec~~of ~~shareholders~~Delaware ~~enter~~on ~~into~~September 13, 2023. Pursuant to the ~~Share~~Sire ~~Exchange~~Purchase Agreement, ~~within~~David ~~the~~Lazar ~~specified~~and ~~period~~Peter Chasey submitted their resignations from our Board of Directors. On October 12, 2023, Brynner Chiam and Seow Gim Shen were elected to our Board of Directors, and Seow Gim Shen was appointed as Chairman.

~~Dato~~On ~~Seow~~April 2, ~~Gim~~2024, ~~Shen~~David Lazar, our ~~previous~~Chief ~~Chairman~~Executive ofOfficer, ~~the~~Kate ~~Board~~Beebe DeVarney, Ph.D., our President and Chief ~~Executive~~Operating Officer, ~~was~~and ~~previously~~a ~~the~~member ~~holder~~ of ~~47.4%~~our Board of ~~the~~Directors, ~~outstanding~~and ~~shares~~three other members of ~~TalenTec.~~our InBoard ~~addition~~of Directors, ~~Mr.~~Eric ~~Seow was~~Greenberg, ~~previously~~Matthew ~~the~~C. ~~sole~~McMurdo ~~stockholder~~and ofDavid ~~The~~Natan, ~~Sire~~resigned ~~Group~~their ~~Ltd.~~positions ~~(“Sire”),~~with ~~which~~the isCompany. Pursuant to the ~~holder~~terms of ~~Series~~their AArespective ~~Preferred~~settlement ~~Stock~~agreements, ~~currently~~we ~~convertible into~~made ~~150,087~~payments ~~shares~~in aggregate of ~~our~~approximately ~~common~~$1.2 ~~stock~~million. ~~Upon~~The ~~completion~~ Board of ~~the~~Directors ~~Merger,~~subsequently ~~the~~appointed ~~existing~~Firdauz ~~security~~Edmin ~~holders~~Bin ofMokhtar ~~TalenTec~~ and ~~Titan~~Francisco ~~(excluding Sire~~Osvaldo ~~and~~Flores ~~current~~García ~~Titan~~as independent directors ~~and~~of ~~officers)~~the Company ~~expect~~ to ~~own~~fill ~~approximately~~two ~~86.7%~~of ~~and~~the 13vacancies created by the resignations.~~3%,~~ ~~respectively~~In addition, ofSeow ~~the~~Gim ~~outstanding~~Shen ~~shares~~was ~~of the~~appointed ~~combined~~as ~~company.~~Chief ~~Such~~Executive ~~ownership~~Officer and ~~percentages~~Principal ~~could~~Financial beOfficer ~~subject~~and continued to ~~proportional~~serve ~~dilution~~as ~~for~~the ~~any~~Company’s ~~required~~Chairman ~~financing~~of inthe ~~connection~~Board, ~~with~~which ~~the~~he ~~Merger~~had ~~Closing~~done since October 12, 2023.

Completion of the Merger is subject to the approval of the Merger by our stockholders and the issuance of shares related to the Merger, approval of the listing by Nasdaq of BSKE on the Nasdaq Capital Market, post-Merger, and satisfaction or waiver of other customary conditions set forth in the Merger Agreement. Accordingly, there can be no assurance that the proposed Merger will be consummated.

On October 24, 2024, Dato Seow Gim Shen notified our Board of Directors of his decision to resign as Chief Executive Officer and Chairman of the Board of the Company for personal reasons and not as a result of any disagreement with our Board or management on any matter relating to our operations, policies or practices. We anticipate that the resignation of Mr. Shen will not impact the Merger Closing with TalenTec.

We make available free of charge through our website, www.titanpharm.com, our periodic reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Recent Accounting Pronouncements

See Note 1 to our financial statements included in our 2023 Annual Report on Form 10-K for information on recent accounting pronouncements.

~~Results~~On August 19, 2024, we entered into a Merger and Contribution and Share Exchange Agreement (the “Merger Agreement”) regarding a business combination with TalenTec Sdn. Bhd. (formerly known as KE Sdn. Bhd.) (“TalenTec”). The Merger Agreement was approved by our Board of ~~Operations~~Directors. ~~for~~If the Merger ~~Three~~Agreement is approved by our stockholders and ~~Nine~~the ~~Months~~stockholders ~~ended~~of TalenTec (and the other closing conditions are satisfied or waived ~~September 30,~~in ~~2024~~accordance with the Merger Agreement), and ~~September 30~~upon consummation of the transactions contemplated by the Merger Agreement (the “Merger Closing”), ~~2023~~the Company will be combined with TalenTec in a “reverse merger” transaction consisting of two steps:

Revenues

	1.	TTNP Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Black Titan Corporation (formerly known as BSKE Ltd.) (“Black Titan”), a Cayman Islands exempted company, will merge with and into Titan (the “Merger”); the separate existence of Merger Sub will cease; and Titan will be the surviving corporation of the Merger and a direct wholly owned subsidiary of Black Titan.

	2.	Within five business days after the proxy statement/prospectus relating to the proposed transaction becomes effective, shareholders of TalenTec may elect to enter into a share exchange agreement (the “Share Exchange Agreement”) with Titan and Black Titan, pursuant to which, immediately following the Merger, each TalenTec shareholder entering into the Share Exchange Agreement will contribute and exchange all of his TalenTec shares in exchange for ordinary shares of Black Titan. The Company may terminate the Merger Agreement if fewer than all TalenTec shareholders enter into the Share Exchange Agreement within the specified period.

	Three Months Ended September 30,							Nine Months Ended September 30,
(in thousands of U.S. dollars)	2024		2023		Change			2024		2023		Change
Revenues:
License revenue	$	-	$	-	$	-		$	-	$	1	$	(1	)
Grant revenue		-		4		(4	)		-		183		(183	)
Total revenues	$	-	$	4	$	(4	)	$	-	$	184	$	(184	)

Completion of the Merger is subject to the approval of the Merger by our stockholders and the issuance of shares related to the Merger, approval of the listing by Nasdaq of Black Titan on the Nasdaq Capital Market, post-Merger, and satisfaction or waiver of other customary conditions set forth in the Merger Agreement. Accordingly, there can be no assurance that the proposed Merger will be consummated. The Company has been working diligently with TalenTec and Black Titan to prepare a joint proxy statement/prospectus in respect of the Merger, which was initially filed by Black Titan confidentially with the SEC on October 2, 2024. An amendment filing was subsequently made on February 13, 2025 for purposes of addressing comments received from the SEC.

~~The~~On ~~decrease~~October 24, in2024, ~~total~~Seow ~~revenues~~Gim Shen notified ~~for~~our Board of Directors of his decision to resign as Chief Executive Officer and Chairman of the ~~three~~Board of the Company for personal reasons and ~~nine~~not ~~months~~as ~~ended~~a ~~September 30,~~result ~~2024,~~of ~~was~~any ~~primarily~~disagreement ~~due~~with our Board or management on any matter relating to our operations, policies or practices. We anticipate that the ~~completion~~resignation of ~~activities~~Mr. Seow ~~related~~will tonot ~~development grants~~impact inthe ~~February~~Merger ~~2024~~Closing with TalenTec.

On November 6, 2024, our Board of Directors appointed Brynner Chiam, a director of the Company, as acting principal executive officer and acting principal financial officer of the Company. Mr. Chiam continued to serve on our Board of Directors while he concurrently served as acting principal executive officer and acting principal financial officer. At that time, the Company also launched a search to identify a full-time chief executive officer. Mr. Chiam has not received and will not receive any additional compensation in connection with his service as acting principal executive officer and acting principal financial officer and has not entered into an employment agreement in connection with his service in those roles.

On December 2, 2024, our Board of Directors appointed Mr. Chay Weei Jye as Chief Executive Officer, effective December 2, 2024. On March 20, 2025, we entered into an Employment Agreement with Chay Weei Jye, our Chief Executive Officer (the “Chay Agreement”), pursuant to which Mr. Chay will continue to serve as our Chief Executive Officer. Pursuant to the terms of the Chay Agreement, Mr. Chay will be paid a base salary of $60,000 per year and will participate in the Company’s equity incentive plan. Mr. Chay will be eligible to receive an annual bonus, with a target of fifty percent (50%) of his base salary.

On March 26, 2025, we received a notice (the “Notice”) from the Listing Qualifications staff of Nasdaq notifying the Company that our stockholders’ equity as reported in our 2024 10-K, 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”). In our 2024 10-K, we reported stockholders’ equity of $2,440,000, and, as a result, did not satisfy the Equity Rule.

The Notice had no immediate effect on our listing on the Nasdaq Capital Market. In accordance with Nasdaq rules, the Company has 45 calendar days from the date of the Notice to submit a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1). We intend to submit a compliance plan within 45 days of the date of the Notice and will evaluate available options to resolve the deficiency and regain compliance. If our compliance plan is accepted, we may be granted up to 180 calendar days from March 26, 2025 to evidence compliance. As a result of the completion of our Private Placement transaction with Blue Harbour Asset Management L.L.C-FZ on April 11, 2025, the Company believes it has stockholders’ equity of at least $2.5 million. The Company awaits Nasdaq’s formal confirmation that it has evidenced compliance with the Equity Rule. Furthermore, if deemed compliant, Nasdaq will continue to monitor the Company to ensure its ongoing compliance with the Equity Rule and, if at the time of filing of the Company’s next periodic financial statements that covers the period following the closing of the Private Placement, the Company does not evidence compliance with the Equity Rule, the Company may be subject to delisting from Nasdaq.

Recent Accounting Pronouncements

See Note 1 to our financial statements included in our 2024 10-K for information on recent accounting pronouncements.

Results of Operations for the Three Months ended March 31, 2025 and March 31, 2024

Operating Expenses

	Three Months Ended September 30,							Nine Months Ended September 30,
	Three Months Ended March 31,
(in thousands of U.S. dollars)	~~2024~~2025		~~2023~~2024		Change			~~2024~~		~~2023~~		~~Change~~
Operating expenses:
Research and development	$	-	$	424	$	(424	)	$	-	$	1,426	$	(1,426	)
General and administrative	$	534	$	1,063	$	(529	)
General and administrative		754		1,641		(887	)		3,891		4,104		(213	)
Total operating expenses	$	534	$	1,063	$	(529	)
Total operating expenses	$	754	$	2,065	$	(1,311	)	$	3891	$	5,530	$	(1,639	)

The decrease in ~~research~~ general and administrative ~~development~~expenses ~~costs~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 was primarily ~~associated with the completion of activities~~ related to ~~our development grants and~~ decreases in ~~research and development~~ personnel-related ~~costs and other~~ expenses. Other research and development expenses include internal operating costs such as research and development personnel-related expenses, non-clinical and clinical product development related travel expenses, and allocation of facility and corporate costs. As a result of the risks and uncertainties inherently associated with pharmaceutical research and development activities described elsewhere in this document, we are unable to estimate the specific timing and future costs of our clinical development programs or the timing of material cash inflows, if any, from our product candidates.

The decrease in general and administrative expenses for the three months ended September 30, 2024 was primarily related to decreases in personnel-related expenses and decreases in non-cash stock-based compensation. The decrease in general and administrative expenses for the nine months ended September 30, 2024, was primarily due to decreases in non-cash stock-based compensation offset by higher salaries related to severance-related expenses.

Other Income (Expense), Net

	Three Months Ended September 30,									Nine Months Ended September 30,
	Three Months Ended March 31,
(in thousands of U.S. dollars)	~~2024~~2025			~~2023~~2024			Change			~~2024~~			~~2023~~			~~Change~~
Other income (expense):
Other income (expense), net:
Interest income (expense), net	$	-		$	(11	)	$	11		$	1		$	18		$	(17	)
Interest income, net	$	-		$	1		$	(1	)
Gain on asset sale					1,732			(1,732	)		-			1,732			(1,732	)
Other income (expense), net		(29	)		2			(31	)
Other income (expense), net	$	(929	)	$	23		$	(1132	)		~~(26~~	)		(3	)		~~(23~~	)
Total other income (expense)	$	(9	)	$	1,723		$	(1,732	)	$	(25	)	$	1,747		$	(1,772	)

The decrease in other income (expense), net for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2024,~~2025 was primarily due to ~~the~~an ~~gain~~increase ~~related~~in toother ~~the~~expenses ~~sale~~due ~~of the ProNeura Assets~~ to ~~Fedson~~higher ~~in the prior period~~franchise taxes.

Net Loss and Net Loss per Share

Our net loss from operations for the three-month period ended ~~September 30~~March 31, ~~2024,~~2025 was approximately $0.86 million, or approximately $0.8362 per share, compared to our net loss from operations of approximately $01.30 million, or approximately $01.4524 per share, for the comparable period in ~~2023. Our net loss from operations for the nine-month period ended September 30,~~ 2024~~, was approximately $3~~.~~9 million, or approximately $4.38 per share, compared to our net loss from operations of approximately $3.6 million, or approximately $4.79 per share, for the comparable period in 2023.~~

Liquidity and Capital Resources

We have funded our operations since inception primarily through the sale of our securities and the issuance of debt, as well as with proceeds from warrant and option exercises, corporate licensing and collaborative agreements, the sale of royalty rights, and government-sponsored research grants. At ~~September~~ March 3031, ~~2024~~2025, we had a working capital of approximately $31.39 million compared to working capital of approximately $62.64 million at December 31, ~~2023~~2024.

In September 2023, we entered into a purchase agreement with Sire ~~Group~~, pursuant to which we agreed to issue 950,000 shares of our Series AA Convertible Preferred Stock at a price of $10.00 per share, for an aggregate purchase price of $9.5 million. The purchase price consisted of (i) $5.0 million in cash at closing and (ii) $4.5 million in the form of a promissory note from Sire ~~Group~~ which was paid in September 2023. The net cash proceeds from this transaction were approximately $9.5 million.

In September 2023, we closed on the sale of the ProNeura Assets pursuant to the Asset Purchase Agreement with Fedson. The ProNeura Assets constituted only a portion of our assets. In August 2023, we entered into an Amendment to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase our ProNeura Assets for a purchase price of $2.0 million, consisting of (i) $500,000 in readily available funds, paid in full on the Closing Date, (ii) $500,000 in the form of the Cash Note and (iii) $1,000,000 in the form of the Escrow Note. We will also be eligible to receive potential milestone payments of up to $50 million on future net sales of the products and certain royalties on future net sales of the products. As further consideration, Fedson assumed all liabilities related to a pending employment claim against us. On the Closing Date, Fedson delivered a written guaranty by a principal of Fedson of all of Fedson’s obligations under both the Cash Note and Escrow Note. The Cash Note included provisions, which Fedson has exercised, allowing Fedson to extend the payment of the Cash Note to November 1, 2023, and again to December 1, 2023, upon payment of $5,000 for each extension. The Cash Note and Escrow Note were paid in December 2023 and January 2024, respectively. We received the funds from the escrow account in February 2024.

In August 2023, we received $500,000 in funding in exchange for the issuance of a convertible promissory note for that principal amount to Choong Choon Hau (the “Hau Promissory Note”). Pursuant to the Hau Promissory Note, the principal amount will accrue interest at a rate of 10% per annum and will be payable monthly. All principal and accrued interest shall be due and payable on January 8, 2024, unless extended as provided. All or part of the Hau Promissory Note could be converted into our common stock at a conversion price of $9.32 per share from time to time following the issuance date and ending on the maturity date. In March 2024, the Hau Promissory Note, along with accrued interest, was converted into 54,132 shares of our common stock.

At ~~September~~March 3031, ~~2024~~2025, we we had cash of approximately $31.49 million, which we believe is sufficient to fund our planned operations through the ~~fourth~~second quarter of 2025. We are exploring several financing and strategic alternatives; however, there can be no assurance that our efforts will be successful.

17In April 2025, we completed the Private Placement transaction with Blue Harbour, pursuant to which we agreed to issue 100,000 shares of our Series B Convertible Preferred Stock at a price of $10.00 per share, for an aggregate purchase price of $1.0 million.

Sources and Uses of Cash

	Nine months Ended September 30,
	Three months Ended March 31,
(in thousands of U.S. dollars)	~~2024~~2025			~~2023~~2024
Net cash used in operating activities	$	(~~3,374~~867	)	$	(~~4,846~~613	)
Net cash provided by investing activities		-			228
Net cash used in financing activities		(19	)		-
Net cash provided by financing activities		-			9,594
Net decrease in cash	$	(886	)	$	(613	)
Change in cash and restricted cash	$	(3,374	)	$	4,976

Net cash used in operating activities for the ~~nine~~three months ended ~~September 30~~March 31, ~~2024,~~2025 consisted primarily of our net loss of approximately $30.96 million, ~~offset~~and by approximately $0.53 million related to net changes in operating assets and liabilities. Net cash used in operating activities for the ~~nine~~ three months ended ~~September 30~~March 31, ~~2023,~~2024 consisted primarily of our net loss of approximately $31.60 million, ~~approximately~~offset by approximately $10.74 million ~~of gains~~ related to ~~the~~net ~~sale~~changes ofin operating assets and ~~approximately $0~~liabilities.6 ~~million~~Uses ~~related~~of tocash ~~net changes~~ in operating ~~assets~~activities ~~and~~were ~~liabilities,~~primarily ~~partially~~to ~~offset~~general byand ~~approximately~~administrative $1expenses.1 ~~million~~Net ~~of non-~~cash ~~charges~~used ~~related~~in tofinancing ~~stock-based~~activities ~~compensation~~for ~~and~~the ~~depreciation~~three ~~and~~months ~~amortization~~ended March 31, 2025 consisted of expenses paid on behalf of a related party.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risk disclosures set forth in our ~~Annual~~2024 ~~Report on Form~~ 10-K ~~for the year ended December 31, 2023,~~ have not materially changed.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures: Our principal executive and financial officers reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our principal executive and financial officers concluded that our disclosure controls and procedures were not effective for the timely provision of material information relating to ~~Titan~~the Company, as required to be disclosed in the reports we file under the Exchange Act due to the identification of a material weakness in internal control over financial reporting described below.

Notwithstanding the conclusion by principal executive and financial officers that the disclosure controls and procedures as of ~~September~~March 3031, ~~2024~~2025 and December 31, 2024 ~~2023~~ were not effective and the material weakness identified in internal controls over financial reporting described below, management believes that the consolidated financial statements and related financial information included in this Quarterly Report on Form 10-Q fairly present in all material respects our financial condition, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with accounting principles generally accepted in the United States (US GAAP).

(b) Management’s Annual Report on Internal Control Over Financial Reporting:

Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

(1)

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(2)

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and

(3)

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.

18Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management overrides. Due to such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design safeguards into the process to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for Titan.

~~Internal~~Management ~~control~~has ~~over~~used ~~financial~~the ~~reporting~~framework set ~~cannot~~forth ~~provide~~in ~~absolute~~the ~~assurance~~report ofentitled ~~achieving financial reporting objectives because of its inherent limitations.~~ Internal ~~control~~Control—Integrated ~~over~~Framework ~~financial~~published ~~reporting~~by isthe aCommittee ~~process~~of ~~that~~Sponsoring ~~involves~~Organizations of ~~human~~the ~~diligence~~Treadway ~~and~~Commission ~~compliance~~(2013 ~~and~~framework), isknown ~~subject~~as COSO, to ~~lapses~~evaluate inthe ~~judgment~~effectiveness ~~and~~of ~~breakdowns~~Titan’s ~~resulting~~internal ~~from human failures. Internal~~ control over financial reporting ~~can also be circumvented by collusion or improper management overrides~~. ~~Due~~Based toon ~~such~~this ~~limitations~~assessment, ~~there~~management ishas aconcluded ~~risk~~ that ~~material~~our ~~misstatements may not be prevented or detected on a timely basis by~~ internal control over financial reporting. ~~However,~~was ~~these~~effective ~~inherent~~as ~~limitations are known features~~ of ~~the financial reporting process. Therefore~~ March 31, ~~it is possible to design into the process safeguards to reduce, though not eliminate, this risk~~2025. ~~Management is responsible for establishing and maintaining adequate internal control over financial reporting for Titan.~~

Management has used the framework set forth in the report entitled Internal Control—Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), known as COSO, to evaluate the effectiveness of Titan’s internal control over financial reporting. Based on this assessment, management has concluded that our internal controls over financial reporting were not effective as of September 30, 2024 and December 31, 2023.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of the annual or interim financial statements would not be prevented or detected on a timely basis. Our management identified a deficiency in our internal control over financial reporting that gave rise to a material weakness. The deficiency was primarily related to limited finance and accounting staffing levels not commensurate with our complexity and our financial accounting and reporting requirements. We underwent organizational changes in 2023 and 2022, including multiple reductions in workforce and operate with a very lean finance and accounting department. This limited staffing resulted in a lack of resources to fully monitor and operate our internal controls over financial reporting as of December 31, 2023, resulting in a deficiency being discovered during our annual auditing process.

Management discovered a material weakness in our internal controls over financial reporting which resulted in the misclassification of issuance costs of approximately $0.4 million related to the issuance of preferred stock during the three months ended September 30, 2023.

Remediation Activities

Management continues to evaluate the material weakness discussed above, has created a remediation plan that it has already begun implementing and continues to finalize that plan’s implementation. For example, we intend to hire a new Chief Financial Officer to oversee our controls environment and continue to utilize a Sarbanes-Oxley compliance firm to assist in testing and implementing additional controls and procedures in our finance and accounting department. We have corrected the deficiency discovered during our annual audit process prior to the filing of the annual report. However, assurance as to when all remediation efforts will be complete cannot be provided and the material weakness cannot be considered remedied until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Management cannot provide assurances that the measures that have been taken to date, and are continuing to be implemented, will be sufficient to remediate the material weakness identified or to avoid potential future material weaknesses.

(c) Changes in Internal Control Over Financial Reporting: Other than with respect to the ongoing remediation efforts described above, there were no other changes in our internal control over financial reporting (as defined in Rules 13(a)-15(f) and 15(d)-15(f) under the Securities Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are a smaller reporting company and a non-accelerated filer, and therefore our independent registered public accounting firm has not issued a report on the effectiveness of internal control over financial reporting.

PART II. Other Information

Item 1. Legal Proceedings

In September 2023, Fedson, as further consideration for the Asset Purchase Agreement, agreed to assume all liabilities related to a pending employment claim initiated by a former employee alleging wrongful termination, retaliation, infliction of emotional distress, negligent supervision, hiring and retention and slander. See Note 45. Commitments and Contingencies.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the ~~risks and other information in this Quarterly Report on Form 10-Q, as well as the~~ factors discussed in Part I, “Item 1A. Risk Factors” in our ~~2023~~2024 10-K, which could materially affect our business, financial condition or future results. The risks described in our ~~2023~~2024 10-K are not the only risks facing our company. Except as noted below, the risks and uncertainties described in “Item 1A – Risk Factors” have not materially changed. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

~~Titan~~If we cannot continue to satisfy the Nasdaq Capital Market continued ~~has~~listing ~~incurred,~~standards and ~~will~~other ~~continue~~Nasdaq torules, ~~incur~~our common stock could be delisted, ~~significant~~which ~~transaction~~would ~~and~~harm ~~transition~~our ~~costs~~business, inthe ~~connection~~trading ~~with~~price of our common stock, our ability to raise additional capital and the ~~Merger~~liquidity of the market for our common stock.

~~Titan~~Our ~~has~~common ~~incurred,~~stock ~~and~~is ~~will continue~~currently tolisted ~~incur,~~on ~~significant,~~the ~~non-recurring~~Nasdaq Capital ~~costs~~Market ~~in connection with consummating the Merger~~(“Nasdaq”). ~~Titan~~The ~~may~~listing ~~also~~standards ~~incur~~of ~~unanticipated~~Nasdaq ~~costs associated~~require ~~with~~that ~~the~~a ~~Merger,~~company ~~including~~maintain ~~costs~~stockholders’ ~~driven~~equity byof ~~BSKE~~at least ~~Ltd~~$2.’s5 ~~(“BSKE”)~~million ~~becoming~~and a ~~public~~minimum ~~company~~bid ~~and~~price ~~the~~subject ~~listing on~~to ~~the~~specific ~~Nasdaq~~requirements of ~~the~~$1.00 ~~ordinary~~per ~~shares~~share. ofThere ~~BSKE,~~is ~~and~~no ~~these~~assurance ~~unanticipated~~that ~~costs~~we ~~may~~will ~~have~~be able anto ~~adverse~~maintain ~~impact~~compliance onwith the ~~results~~minimum ofclosing ~~operations~~price ~~of BSKE~~requirement ~~following~~or the ~~effectiveness~~minimum ofstockholders’ ~~the~~equity ~~Merger~~requirement. ~~Titan~~Should ~~and~~we fail ~~TalenTec~~to ~~shall~~comply bewith ~~equally~~the ~~responsible~~minimum ~~for~~listing ~~and~~standards ~~pay~~applicable ~~the~~to ~~cost~~issuers ~~for~~listed ~~the~~on ~~preparation~~Nasdaq, ~~filing~~ ~~and~~our ~~mailing~~common ofstock ~~the~~may ~~proxy~~be ~~statement/prospectus~~delisted ~~and~~from ~~other related fees~~Nasdaq. If ~~Titan~~our ~~cannot~~common ~~provide~~stock ~~assurance~~is ~~that~~delisted, ~~the~~it ~~benefits~~could ofreduce the ~~Merger will~~price ~~offset~~of ~~the~~our ~~incremental~~common ~~transaction~~stock ~~costs~~and in the ~~near~~levels ~~term,~~of ifliquidity atavailable ~~all~~to our stockholders.

IfOn March 26, 2025, we received a notice (the “Notice”) from the ~~conditions~~Listing toQualifications staff of Nasdaq notifying the ~~Merger~~Company ~~Agreement~~that ~~are~~our stockholders’ equity as reported in our Annual Report on Form 10-K for the period ended December 31, 2024 (“2024 10-K”) did not ~~met~~satisfy the stockholders’ equity 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 ~~Merger~~“Equity ~~may~~Rule”). In our 2024 10-K, we reported stockholders’ equity of $2,440,000, and, as a result, did not ~~occur~~satisfy the Equity Rule.

~~Even~~The ifNotice ~~the~~had ~~Merger~~no ~~Agreement~~immediate effect on our listing ison ~~approved~~the byNasdaq ~~Titan~~Capital ~~stockholders~~Market. In accordance with Nasdaq rules, ~~specified~~the ~~conditions~~Company ~~must~~has be45 ~~satisfied~~calendar ordays ~~waived~~from ~~before~~the date of the ~~parties~~Notice to ~~the~~submit a ~~Merger~~plan ~~Agreement~~to ~~are~~regain ~~obligated~~compliance with Nasdaq Listing Rule 5550(b)(1). We intend to submit a compliance plan within 45 days of the date of the Notice and will evaluate available options to ~~complete~~resolve the ~~Merger~~deficiency and regain compliance. ~~BSKE~~If ~~and~~our ~~TalenTec~~compliance plan is accepted, we may be ~~not~~granted ~~satisfy~~up ~~all~~to 180 calendar days from March 26, 2025 to evidence compliance. As a result of the ~~closing~~completion ~~conditions~~of inour ~~the~~Private ~~Merger~~Placement transaction ~~Agreement~~with Blue Harbour Asset Management L.L.C-FZ Ifon April 11, 2025, the ~~closing~~Company ~~conditions~~believes it has stockholders’ equity of at ~~are~~least ~~not~~$2.5 ~~satisfied~~million. orThe ~~waived,~~Company awaits Nasdaq’s formal confirmation that it has evidenced compliance with the ~~Merger~~Equity ~~will~~Rule. ~~not~~Furthermore, if ~~occur~~deemed compliant, orNasdaq will becontinue ~~delayed~~to ~~pending~~monitor ~~later~~the ~~satisfaction~~Company orto ~~waiver,~~ensure ~~and~~its ~~such~~ongoing ~~non-occurrence or~~compliance ~~delay~~with ~~may~~the ~~cause~~Equity ~~Titan~~Rule and, if ~~TalenTec~~at the totime ~~each~~of ~~lose~~filing ~~some~~of orthe ~~all~~Company’s ofnext periodic financial statements that covers the ~~intended~~period ~~benefits~~following the closing of the ~~Merger~~Private Placement, the Company does not evidence compliance with the Equity Rule, the Company may be subject to delisting from Nasdaq.

~~Since Titan’s~~If ~~officers~~our common stock were to be delisted from Nasdaq and ~~directors~~was ~~have~~not ~~interests~~eligible ~~that~~for ~~are~~quotation ~~different,~~or listing on another market or exchange, trading of our common stock could be conducted only in ~~addition~~the over-the-counter tomarket ~~(and~~or ~~which~~on ~~may~~an ~~conflict~~electronic ~~with),~~bulletin board established for unlisted securities such as the ~~interests of~~Pink Sheets or the ~~Titan~~OTC ~~stockholders~~Bulletin Board. In such event, ait ~~conflict~~could become more difficult to dispose of, ~~interest~~or ~~may~~obtain ~~have~~accurate ~~existed~~price quotations for, our common stock, and there would likely also be a reduction in ~~determining~~our ~~whether~~coverage by securities analysts and the ~~Merger~~news ismedia, ~~appropriate~~which could cause the price of our common stock to decline further.

Titan’s officers and directors have interests that are different from, or in addition to, those of the Titan stockholders and warrant holders generally. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger and transaction agreements and in recommending to Titan stockholders that they vote in favor of the Merger.

These interests include, among other things:

● Mr. Seow, our previous Chairman of the Board and Chief Executive Officer of Titan, was previously the holder of 47.4% of the outstanding shares of TalenTec. In addition, Mr. Seow was previously the sole shareholder of Sire, which is the holder of 150,087 shares of Titan common stock issued upon conversion of our Series AA Preferred Stock. Sire intends to vote its Titan common stock in favor of the Merger. By virtue of the Merger, Sire’s remaining Series AA Preferred Stock will be exchanged for the right to receive 869,226 ordinary shares of BSKE, in addition to the ordinary shares of BSKE that Sire will have the right to receive in exchange for its Titan common stock;

●In addition to the ~~fact~~foregoing, if our common stock is delisted from Nasdaq and it trades on the over-the- counter market, the application of the “penny stock” rules could adversely affect the market price of our common stock and increase the transaction costs to sell those shares. The SEC has adopted regulations which generally define a “penny stock” as an equity security that ~~Titan~~has a market price of less than $5.00 per share, subject to specific exemptions. If our common stock is delisted from Nasdaq and it trades on the over-the- counter market at a price of less than $5.00 per share, our common stock would be considered a penny stock. The SEC’s ~~existing~~penny ~~officers~~stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and ~~directors~~the ~~will~~risks bein ~~eligible~~the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for ~~continued~~the ~~indemnification~~penny stock, the compensation of the broker-dealer and ~~continued~~the ~~coverage~~salesperson ~~under~~in athe ~~directors’~~transaction, and ~~officers~~monthly account statements showing the market value of each penny stock held in the customer’s ~~liability~~account. ~~insurance~~In ~~policy~~addition, ~~after~~the penny stock rules generally require that before a transaction in a penny stock occurs, the ~~Merger~~broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and ~~pursuant~~receive the purchaser’s agreement to the ~~Merger~~transaction. ~~Agreement;~~If applicable in the future, these rules may restrict the ability of brokers-dealers to sell our common stock and may affect the ability of investors to sell their shares, until our common stock no longer is considered a penny stock.

● Brynner Chiam, Avraham Ben-Tzvi, Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García will continue to serve on the board of BSKE, and Brynner Chiam will be appointed chief financial officer.

The existence of financial and personal interests of one or more of Titan’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Titan and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the Merger.

The financial and personal interests of Titan’s affiliates, including its officers and directors, may have influenced their motivation in identifying and selecting TalenTec as a business combination target, completing an initial business combination with TalenTec and influencing the operation of the business following the initial business combination. In considering the recommendations of our Board to vote for the Merger, its stockholders should consider these interests. The existence of the interests described above may result in a conflict of interest on the part of Titan’s officers and directors or other affiliates in entering into the Merger Agreement and making their recommendation that you vote in favor of the approval of the Merger. In particular, the existence of the interests described above may incentivize Titan’s officers and directors to complete an initial business combination, even if on terms less favorable to Titan’s stockholders.

There are risks to the Titan stockholders becoming shareholders of BSKE through the Merger rather than acquiring securities of TalenTec directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Titan officers and directors.

Because there is no independent third-party underwriter involved in the Merger or the issuance of ordinary shares of BSKE in connection therewith, investors will not receive the benefit of any outside independent review of Titan’s and TalenTec’s respective finances and operations.

Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Merger, the Titan stockholders must rely on the information in the proxy statement/prospectus related to the Merger and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. Although Titan performed a due diligence review and investigation of TalenTec in connection with the Merger and obtained a Fairness Opinion that the consideration to be paid pursuant to the Merger is fair to unaffiliated stockholders of Titan, from a financial point of view, Titan has different incentives and objectives in the Merger than an underwriter would in a traditional initial public offering. The lack of an independent due diligence review and investigation may increase the risk of an investment in BSKE because it may not have uncovered facts that would be important to a potential investor.

In addition, because BSKE will not become a public reporting company by means of a traditional underwritten initial public offering, securities or industry analysts may not provide, or may be less likely to provide, coverage of BSKE. Investment banks may also be less likely to agree to underwrite securities offerings on behalf of BSKE than they might if BSKE became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with BSKE as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the ordinary shares of BSKE could have an adverse effect on BSKE’s ability to develop a liquid market for ordinary shares of BSKE.

The exercise of our Board’s discretion in agreeing to changes or waivers in the terms of the Merger Agreement and related agreements, including closing conditions, may result in a conflict of interest when determining whether such changes to the terms or waivers of conditions are appropriate and in the Titan stockholders’ best interest.

In the period leading up to the Merger Closing, events may occur that, pursuant to the Merger Agreement, would require Titan to agree to amend the Merger Agreement to consent to certain actions taken by TalenTec or to waive rights that Titan is entitled to under the Merger Agreement, including those related to Merger Closing conditions. Such events could arise because of changes in TalenTec’s businesses, a request by Titan to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement, or the occurrence of other events that would have a material adverse effect on TalenTec’s business and would entitle Titan to terminate the Merger Agreement. In any of such circumstances, it would be at Titan’s discretion, acting through our Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in the proxy statement/prospectus related to the Merger) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for Titan and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. Titan does not believe there will be any changes or waivers that our Board would be likely to make after stockholder approval of the Merger has been obtained. While certain changes could be made without further stockholder approval, Titan will circulate a new or amended proxy statement/prospectus and resolicit Titan stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Merger.

Titan may issue notes or other debt securities, or otherwise incur substantial debt, to complete the Merger, which may adversely affect Titan’s leverage and financial condition and thus negatively impact the value of Titan stockholders’ investments.

Although Titan has no commitments to issue any notes or other debt securities, or to otherwise incur outstanding debt following the Merger, Titan may choose to incur substantial debt to complete its Merger. The incurrence of debt could have a variety of negative effects, including:

● default and foreclosure on assets if operating revenues after a Merger are insufficient to repay debt obligations;

● acceleration of Titan obligations to repay the indebtedness even if Titan makes all principal and interest payments when due if Titan breaches certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

● our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

● our inability to obtain necessary additional financing if the debt contains covenants restricting Titan’s ability to obtain such financing while the debt is outstanding;

● using a substantial portion of cash flow to pay principal and interest on our debt, expenses, capital expenditures, acquisitions and other general corporate purposes;

● limitations on Titan’s flexibility in planning for and reacting to changes in its business and in the industry in which Titan operates;

● increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

● limitations on Titan’s ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of its strategy and other purposes and other disadvantages compared to companies with less debt.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect Titan’s business, including its ability to negotiate and complete the Merger, and results of operations.

Titan is subject to laws and regulations enacted by national, regional and local governments. In particular, Titan is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on Titan’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including its ability to negotiate and complete the Merger, and results of operations.

Legal proceedings in connection with the Merger, the outcomes of which are uncertain, could delay or prevent the completion of the Merger.

In connection with business combination transactions similar to the proposed Merger, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that the proxy statement/prospectus provided to stockholders contains false and misleading statements and/or omits material information concerning the transaction. Although no such lawsuits have been filed in connection with the Merger to date, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require BSKE, Titan and/or TalenTec to incur significant costs and draw the attention of their respective management teams away from the Merger. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is consummated may adversely affect BSKE’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Merger from becoming effective within the expected timeframe.

The ordinary shares of BSKE to be received by Titan stockholders as a result of the Merger will have different rights from shares of Titan common stock.

Following completion of the Merger, Titan stockholders will no longer hold shares of Titan common stock but will instead be shareholders of BSKE. There will be important differences between your current rights as a Titan stockholder and your rights as a BSKE shareholder.

The Merger is with a company located outside of the United States, and the laws applicable to such company will likely govern all material agreements related to TalenTec, and as a result Titan may not be able to enforce its legal rights under United States law.

The laws of the country in which TalenTec presently operates will govern almost all of the material agreements relating to its operations. Titan cannot assure you that TalenTec will be able to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of its future agreements could result in a significant loss of business, business opportunities or capital.

We currently do not have a full-time CFO. This lack of senior leadership raises serious doubts about ability to continue to run our Company effectively.

While we have appointed an acting principal financial officer, we currently do not have a full-time Chief Financial Officer. Accordingly, we have a crucial role that is not currently being filled. We are actively seeking a full-time Chief Financial Officer; however, because of our financial condition, we may not be able to find a suitable individual to fill this role. Because competition for skilled employees is highly competitive, and the process of finding qualified individuals can be lengthy and expensive, we believe that the loss of the services of key personnel may adversely affect our financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On March 18, 2024, we issued 54,132 shares of our common stock to Mr. Hau in connection with the conversion of the $500,000 unpaid principal amount and accrued interest of the Hau Promissory Note. Pursuant to the terms of the Hau Promissory Note, Mr. Hau was permitted to convert the unpaid principal amount and accrued interest thereof into shares of our common stock at a conversion price of $9.32 per share at any time following the issuance date of August 8, 2023. Following the conversion of the Convertible Note, Mr. Hau owns approximately 241,531 shares of our common stock, or approximately 26.4% of the shares outstanding.

The issuance of common stock was made pursuant to the exemption from the registration requirements of the Securities Act ~~of 1933~~, ~~as amended (the “Securities Act”),~~ provided by Section 3(a)(9) of the Securities Act.

~~Item~~In 5April 2025, we completed the Private Placement transaction with Blue Harbour, pursuant to which we agreed to issue 100,000 shares of our Series B Convertible Preferred Stock at a price of $10.00 ~~Other~~per ~~Information~~share, for an aggregate purchase price of $1.0 million. The shares sold in the Private Placement do not involve a public offering and have not been registered under the Securities Act, in reliance on Regulation S thereunder.

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the nine months ended September 30, 2024, as such terms are defined under Item ~~408(a)~~5. orOther ~~Regulation S-K.~~Information

24None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the fiscal quarter ended March 31, 2024, as such terms are defined under Item 408(a) or Regulation S-K.

Item 6. Exhibits

(b)

Exhibits

No		Description
10.1		Merger and Contribution and Share Exchange Agreement, dated as of August 19, 2024, by and among Titan Pharmaceuticals, Inc., TTNP Merger Sub, Inc., KE Sdn. Bhd., and BSKE Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 19, 2024).
4.1		Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 1, 2025).
31.1		Certification of the Principal Executive Officer pursuant to Rule 13(a)-14(a) of the Securities Exchange Act of 1934
10.1		Form of Securities Purchase Agreement, dated as of March 29, 2025, by and among the Company and Blue Harbour Asset Management L.L.C-FZ. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 1, 2025).
31.2		Certification of the Principal Financial Officer pursuant to Rule 13(a)-14(a) of the Securities Exchange Act of 1934
10.2		Form of Registration Rights Agreement, dated as of March 29, 2025, by and among the Company and Blue Harbour Asset Management L.L.C-FZ. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on April 1, 2025).
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
31.1		Certification of the Principal Executive Officer pursuant to Rule 13(a)-14(a) of the Securities Exchange Act of 1934.
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Principal Financial Officer pursuant to Rule 13(a)-14(a) of the Securities Exchange Act of 1934.
101.INS		Inline XBRL Instance Document
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.CAL		Inline XBRL Taxonomy Extension calculation Linkbase Document
101.INS		XBRL Instance Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.CAL		XBRL Taxonomy Extension calculation Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURE

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 thereunto duly authorized.

	TITAN PHARMACEUTICALS, INC.
Dated: January 3, 2025	By:	/s/ Brynner Chiam
Dated: May 14, 2025	By:	/s/ Chay Weei Jye
	Name:	~~Brynner~~Chay ~~Chiam~~Weei Jye
	Title:	~~Acting~~Chief ~~Principal~~Executive ~~Financial~~ Officer
		(Principal Financial Officer)
		(Principal Executive Officer)

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