UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April~~May 2230, 2025

Titan Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)

Delaware		001-13341		94-3171940
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

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

(786) 769-7512
(Registrant’s telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 83.01. ~~Other~~Unregistered ~~Events~~Sales of Equity Securities.

AsConversion ~~previously disclosed in the Current Report on Form 8-K filed on April 1, 2025, Titan Pharmaceuticals, Inc. (the “Company”) was notified by the Listing Qualifications Staff (the “Staff”)~~ of ~~The~~Series ~~Nasdaq~~AA Preferred Stock Market LLC (“Nasdaq”) on March 26, 2025 that the Company no longer satisfied the minimum $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b) (the “Equity Rule”).

AsOn ~~previously~~May ~~disclosed~~13, 2025, inTitan ~~the Current Report on Form 8-K filed by the Company on April 1~~Pharmaceuticals, ~~2025,~~Inc. (the “Company”) ~~entered~~received ~~into~~ a ~~Securities~~Notice ~~Purchase~~of ~~Agreement~~Conversion ~~with~~from ~~Blue~~The ~~Harbour~~Sire ~~Asset~~Group ~~Management L~~Ltd.~~L.C-FZ~~ (~~the~~ “~~Investor~~Sire Group”) informing onthe ~~March~~Company ~~29,~~that ~~2025,~~Sire ~~pursuant~~Group todesired ~~which the Company agreed~~ to ~~issue~~convert ~~100~~139,~~000~~882 shares of its Series BAA Convertible Preferred Stock, par value $0.001 per share (the to“Series ~~the~~AA ~~Investor~~Preferred atStock”) ainto ~~price~~shares of ~~$10.00~~the ~~per~~Company’s ~~share,~~common ~~for~~stock. anAs ~~aggregate~~a ~~purchase~~result, ~~price~~on ofMay $130,~~000~~ 2025,~~000~~ (the ~~“Private~~Company issued ~~Placement”).~~Sire OnGroup ~~April 11~~150,087 ~~2025,~~shares ~~the~~of ~~Company~~common stock. These shares were issued with a ~~press~~standard ~~release~~Rule ~~announcing~~144 ~~that~~restrictive itlegend. ~~completed~~The issuance of the ~~Private~~shares ~~Placement.~~was Aexempt ~~copy~~from registration pursuant to Section 4(a)(2) of the ~~press~~ ~~release is~~Securities ~~furnished~~Act ~~herewith~~of ~~as Exhibit 99~~1933.1.

As apreviously disclosed ~~result~~in of the ~~Private~~Company’s ~~Placement,~~Current Report on Form 8-K filed with the Securities and asExchange ofCommission (the ~~date~~“SEC”) on ofSeptember ~~this~~19, ~~filing~~2023, on September 13, 2023 the Company ~~believes~~entered itinto ~~has~~a ~~stockholders’~~Securities ~~equity~~Purchase ofAgreement atwith ~~least~~Sire ~~$2.5~~Group, ~~million.~~pursuant ~~The~~to which the Company ~~awaits~~agreed ~~Nasdaq’s~~to ~~formal~~issue ~~confirmation~~950,000 ~~that~~shares itof ~~has~~Series ~~evidenced~~AA ~~compliance~~Preferred ~~with~~Stock to the ~~Equity~~Sire ~~Rule~~Group at a price of $10.00 ~~Furthermore~~per share, iffor ~~deemed~~an ~~compliant~~aggregate purchase price of $9,500,000. ~~Nasdaq~~Under ~~will~~the ~~continue~~Certificate toof ~~monitor~~Designations, Preferences and Rights of Series AA Convertible Preferred Stock of the Company to(the ~~ensure~~“Series ~~its~~AA ~~ongoing~~Certificate ~~compliance~~of Designations”) filed with the ~~Equity~~Secretary ~~Rule~~of ~~and~~State of the State of Delaware on September 13, if2023, each share of Series AA Preferred Stock is convertible, at the holder’s option at any time, ofinto ~~filing~~shares of the Company’s common ~~next~~stock ~~periodic~~at ~~financial~~a conversion ~~statements~~rate ~~that~~equal ~~covers~~to the ~~period~~quotient ~~following~~of (i) the ~~closing~~stated value of such share divided by (ii) the ~~Private~~initial ~~Placement~~conversion price of $0.466, subject to specified adjustments as set forth in the ~~Company~~Series ~~does~~AA ~~not~~Certificate ~~evidence~~of ~~compliance~~Designations. The ~~with~~Series AA Preferred Stock contains limitations that prevent Sire Group from acquiring the ~~Equity~~lower ~~Rule,~~of either (i) the ~~Company~~maximum ~~may~~percentage beof ~~subject~~common tostock ~~delisting~~permissible under ~~from~~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.

Conversion of Series B Preferred Stock

On May 13, 2025, the Company received a Notice of Conversion from Blue Harbour Asset Management L.L.C-FZ (“Blue Harbour”) informing the Company that Blue Harbour desired to convert 79,773 shares of its Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) into shares of the Company’s common stock. As a result, on May 30, 2025, the Company issued Blue Harbour 265,913 shares of common stock. These shares were issued with a standard Rule 144 restrictive legend. The issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2025, on March 29, 2025 the Company entered into a Securities Purchase Agreement with Blue Harbour, pursuant to which the Company agreed to issue 100,000 shares of Series B Preferred Stock to the Blue Harbour at a price of $10.00 per share, for an aggregate purchase price of $1,000,000. Under the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of the Company (the “Series B Certificate of Designations”) filed with the Secretary of State of the State of Delaware on March 31, 2025, each share of Series B Preferred Stock is 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 Series B Certificate of Designations. The Series B Preferred Stock contains 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 Nasdaq without first obtaining shareholder approval or (ii) 19.99% of the Company’s outstanding common stock.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated April 11, 2025.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

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 hereunto duly authorized.

	Titan Pharmaceuticals, Inc.
Dated: April 22, 2025	By:	/s/ Chay Weei Jye
Dated: June 2, 2025	By:	/s/ Chay Weei Jye
		Name:	Chay Weei Jye
		Title:	Chief Executive Officer

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