SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
October 25, 2020
(Exact name of registrant as specified in
(State or other jurisdiction of incorporation)
|(Commission File Number)
||(IRS Employer Identification No.)|
400 Oyster Point Blvd., Suite 505,
South San Francisco, CA 94080
(Address of principal executive offices
and zip code)
(Registrant’s telephone number including
(Registrant’s former name or former
address, if changed since last report)
Securities registered pursuant to Section 12(b) of
|Title of each class
||Name of each exchange on which registered|
|Common Stock, $0.001 par value
||Nasdaq Capital Market|
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company ¨
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 1.01. Entry into a Material Definitive Agreement.
October 25, 2020, Titan Pharmaceuticals, Inc. (the “Company” or “Titan”) entered into
a Debt Settlement and Release Agreement (the “Agreement”) with Molteni & C. dei F.lli Alitti Società
di Esercizio S.p.A (“Molteni) and Horizon Credit LLC II (“Horizon”) pursuant to which the parties agreed to settle
all of Titan’s obligations under the Amended and Restated Venture Loan and Security Agreement dated as of March 21,
2018, as amended (the “Loan Agreement”).
Under the terms of the Agreement, Molteni and Horizon agreed
to settle the approximately $5,200,000 of outstanding indebtedness ($4,000,000 principal amount and approximately $1,200,000 in
final payments) in exchange for the payment by Titan of $1,600,000 in cash, the transfer of certain Probuphine assets to Molteni,
including the manufacturing equipment located at DPT Laboratories, Inc., certain inventory and non-U.S. Probuphine
intellectual property, and the termination of Titan’s rights to future payments under the Asset Purchase, Supply and Support
Agreement by and between Titan and Molteni.
The closing of the Settlement Agreement is subject to customary
closing conditions and Titan’s completion of a financing that will enable it to make the cash payments thereunder.
The Settlement Agreement and a copy of the press release issued
on October 26, 2020 are attached to this Current Report on Form 8-K as Exhibits 10.1 and 99.1, respectively, and are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
The following exhibit is filed herewith:
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: October 26, 2020
||TITAN PHARMACEUTICALS, INC.|
||/s/ Kate DeVarney, Ph.D.|
||Kate DeVarney, Ph.D.|
||President and Chief Operating Officer|