SAN FRANCISCO, Sept. 18, 2023 (GLOBE NEWSWIRE) — Titan Pharmaceuticals, Inc. (NASDAQ: TTNP) (“Titan” or the “Company”) announced today that it has entered into a definitive securities purchase agreement (the “Purchase Agreement”) with The Sire Group Ltd. (“Sire Group”) for the sale of the Company’s newly designated Series AA Convertible Preferred Stock (the “Preferred Stock”). Sire Group purchased 950,000 shares of Preferred Stock for an aggregate purchase price of $9,500,000, consisting of (i) $5 million in cash at closing and (ii) $4.5 million in the form of a promissory note from Sire Group, personally guaranteed by a principal of Sire Group, due and payable on September 23, 2023, subject to two 10-day extensions. The shares have a conversion price of $0.466.
Pursuant to the Purchase Agreement, (i) David Lazar and Peter Chasey submitted their resignations from the Company’s Board of Directors, which are effective immediately upon the appointment of two replacement directors to fill the vacancies and (ii) the Company will hold its annual meeting for the election of directors by April 30, 2024. Mr. Lazar will remain as the Company’s Chief Executive Officer.
The Certificate of Designations authorizing the Preferred Stock contains a beneficial ownership conversion “blocker” that prevents Sire Group from acquiring the lower of either (i) the maximum percentage of common stock permissible under Nasdaq rules and regulations without first obtaining shareholder approval or (ii) 19.99% of the Company’s outstanding common stock.
The shares being sold in this transaction 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. Titan and Sire Group have concurrently entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which Titan has agreed to provide certain registration rights upon the occurrence of certain events set forth in the Registration Rights Agreement. Additional information regarding the agreement can be found in an 8-K that was filed with the SEC: https://ir.titanpharm.com/all-sec-filings.
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to…