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 June 30, 2025. OR 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 | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | 10 East 53 St., Suite ...

Core Viewpoint - Titan Pharmaceuticals, Inc. has completed a private placement of Series C Convertible Preferred Stock with Blue Harbour Asset Management for a total of $600,000, with a conversion price set at $3.40 [1] Group 1: Private Placement Details - Blue Harbour purchased 60,000 shares of Preferred Stock for an aggregate purchase price of $600,000 [1] - The shares have a conversion price of $3.40 [1] - The transaction does not involve a public offering and has not been registered under the Securities Act of 1933 [3] Group 2: Ownership and Conversion Restrictions - The Certificate of Designations includes a beneficial ownership conversion "blocker" preventing Blue Harbour from acquiring more than 19.99% of the Company's outstanding common stock without shareholder approval [2] Group 3: Advisory and Agreements - ARC Group Ltd. served as the sole financial advisor to Titan in this private placement [4] - Titan and Blue Harbour have entered into a Registration Rights Agreement, which provides certain registration rights under specified conditions [3]

Core Viewpoint - Titan Pharmaceuticals, Inc. is moving forward with a proposed merger with TalenTec Sdn. Bhd., as indicated by the filing of a registration statement on Form F-4 with the SEC [1][2]. Group 1: Merger Details - The merger between Titan and TalenTec is structured as a "reverse merger" transaction, following a Merger Agreement established on August 19, 2024 [1]. - The Business Combination is subject to approval by Titan stockholders and is expected to close in the third quarter of 2025, although this timeline is not guaranteed [3]. Group 2: Regulatory Filings - Black Titan Corporation, the holding company for the merger, has filed the registration statement on Form F-4, which includes a preliminary proxy statement/prospectus [2][4]. - Once the registration statement is effective, a definitive Proxy Statement/Prospectus will be sent to Titan's stockholders for their vote on the Business Combination [4]. Group 3: Participant Information - Titan, TalenTec, and their respective management may be considered participants in the solicitation of proxies from Titan's stockholders regarding the merger [5]. - Detailed information about the officers and directors of both companies will be included in the registration statement and the Proxy Statement/Prospectus [5].

Part I. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited condensed financial statements for Q1 2025, showing a reduced net loss of $0.56 million and decreased total assets [Note 1: Organization and Summary of Significant Accounting Policies](index=8&type=section&id=1.%20Organization%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note details the company's strategic shift, including a pending reverse merger, asset sale, leadership changes, and Nasdaq compliance issues - The company is in the process of a reverse merger with TalenTec Sdn Bhd Upon completion, existing TalenTec and Titan security holders are expected to own approximately **79.89%** and **20.11%** of the combined company, respectively The merger is subject to stockholder approval and other conditions[28](index=28&type=chunk)[29](index=29&type=chunk)[89](index=89&type=chunk) - On March 26, 2025, Titan received a notice from Nasdaq for failing to meet the minimum stockholders' equity requirement of **$2.5 million**, as its equity was **$2.44 million** at the end of 2024[35](index=35&type=chunk)[94](index=94&type=chunk)[120](index=120&type=chunk) - The company has undergone significant leadership changes, including the resignation of CEO David Lazar in April 2024, the appointment and subsequent resignation of CEO Seow Gim Shen, and the appointment of Chay Weei Jye as CEO in December 2024[25](index=25&type=chunk)[27](index=27&type=chunk)[34](index=34&type=chunk) - In September 2023, the company sold its ProNeura assets to Fedson, Inc for **$2.0 million** plus potential future milestone payments up to **$50 million** and royalties[26](index=26&type=chunk)[85](index=85&type=chunk)[104](index=104&type=chunk) - Management concluded that as of March 31, 2025, the company's cash of approximately **$1.9 million** is sufficient to fund planned operations through the first quarter of 2026[41](index=41&type=chunk)[44](index=44&type=chunk) [Note 9: Subsequent Events](index=15&type=section&id=9.%20Subsequent%20Events) This note details a post-period private placement of $1.0 million in April 2025, expected to resolve Nasdaq equity deficiency - On March 29, 2025, the company entered into a Securities Purchase Agreement with Blue Harbour Asset Management for a private placement of **$1.0 million** The transaction closed on April 11, 2025[70](index=70&type=chunk)[107](index=107&type=chunk)[128](index=128&type=chunk) - The private placement involved the issuance of **100,000 shares** of Series B Convertible Preferred Stock at **$10.00 per share** Each share is convertible into common stock at an initial conversion price of **$3.00**[70](index=70&type=chunk)[71](index=71&type=chunk) - As a result of the private placement, the company believes it has regained compliance with the Nasdaq minimum stockholders' equity requirement of **$2.5 million** and is awaiting formal confirmation from Nasdaq[74](index=74&type=chunk)[96](index=96&type=chunk)[121](index=121&type=chunk) Condensed Balance Sheets (in thousands) | | March 31, 2025 (unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,945 | $2,831 | | Total current assets | $2,156 | $2,923 | | **Total assets** | **$2,156** | **$2,923** | | **Liabilities and Stockholders' Equity** | | | | Total current liabilities | $279 | $483 | | Total liabilities | $279 | $483 | | Total stockholders' equity | $1,877 | $2,440 | | **Total liabilities and stockholders' equity** | **$2,156** | **$2,923** | Condensed Statements of Operations (in thousands, except per share data) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | General and administrative expenses | $534 | $1,063 | | Loss from operations | $(534) | $(1,063) | | Net loss | **$(563)** | **$(1,060)** | | Basic and diluted net loss per common share | **$(0.62)** | **$(1.24)** | Condensed Statements of Cash Flows (in thousands) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(867) | $(613) | | Net cash used in financing activity | $(19) | - | | Net decrease in cash | $(886) | $(613) | | Cash at beginning of period | $2,831 | $6,772 | | **Cash at end of period** | **$1,945** | **$6,159** | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=17&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2025 financial performance, noting reduced net loss, lower expenses, and sufficient liquidity, alongside strategic updates Operating Expenses Comparison (in thousands) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | General and administrative | $534 | $1,063 | $(529) | - Net loss for Q1 2025 was approximately **$0.6 million** (**$0.62 per share**), compared to a net loss of approximately **$1.0 million** (**$1.24 per share**) for the same period in 2024[101](index=101&type=chunk) - As of March 31, 2025, the company had cash of approximately **$1.9 million**, which management believes is sufficient to fund planned operations through the second quarter of 2025[106](index=106&type=chunk) Sources and Uses of Cash (in thousands) | | Three months Ended March 31, 2025 | Three months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(867) | $(613) | | Net cash used in financing activities | $(19) | - | | **Net decrease in cash** | **$(886)** | **$(613)** | [Quantitative and Qualitative Disclosures About Market Risk](index=22&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section confirms no material changes to the company's market risk disclosures since its 2024 Form 10-K filing - The company's market risk disclosures have not materially changed from those set forth in its 2024 10-K[109](index=109&type=chunk) [Controls and Procedures](index=22&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to a material weakness, yet financial statements are fairly presented, and internal controls were effective - The principal executive and financial officers concluded that disclosure controls and procedures were not effective as of the end of the period covered by the report[110](index=110&type=chunk) - Despite the ineffective disclosure controls, management believes the financial statements included in the report fairly present the company's financial condition in all material respects[111](index=111&type=chunk) - Based on the COSO framework, management concluded that the company's internal control over financial reporting was effective as of March 31, 2025[114](index=114&type=chunk) Part II. Other Information [Legal Proceedings](index=23&type=section&id=Item%201.%20Legal%20Proceedings) This section details that Fedson, Inc assumed liabilities for a pending employment claim as part of a September 2023 asset sale - A pending employment claim alleging wrongful termination and other charges was assumed by Fedson, Inc in September 2023 as part of an asset sale agreement[60](index=60&type=chunk)[117](index=117&type=chunk) [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) This section highlights the significant risk of Nasdaq delisting due to non-compliance with minimum stockholders' equity requirements - The company faces the risk of its common stock being delisted from Nasdaq for failing to meet continued listing standards, specifically the minimum stockholders' equity requirement[119](index=119&type=chunk) - On March 26, 2025, Titan received a notice from Nasdaq for not satisfying the **$2.5 million** stockholders' equity rule, as its reported equity was **$2.44 million**[120](index=120&type=chunk) - The company believes the April 2025 private placement resolved the equity deficiency and has submitted a compliance plan, but there is no assurance of success and it remains subject to Nasdaq monitoring[121](index=121&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section discloses two unregistered equity transactions: a March 2024 common stock issuance and an April 2025 preferred stock private placement - In March 2024, **54,132 shares** of common stock were issued upon the conversion of a **$500,000** convertible promissory note and accrued interest held by Choong Choon Hau[125](index=125&type=chunk)[126](index=126&type=chunk) - In April 2025, the company completed a private placement of **100,000 shares** of Series B Convertible Preferred Stock for **$1.0 million**, which was not registered under the Securities Act[128](index=128&type=chunk) [Other Information](index=24&type=section&id=Item%205.%20Other%20Information) This section confirms no Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by officers or directors - No directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement during the fiscal quarter ended March 31, 2024[129](index=129&type=chunk) [Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including preferred stock documents and officer certifications - The report includes exhibits related to the March 2025 private placement, such as the Certificate of Designations for Series B Preferred Stock and the Securities Purchase Agreement[130](index=130&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002 are included as exhibits[130](index=130&type=chunk) Signature [Signature](index=26&type=section&id=SIGNATURE) The quarterly report was signed and authorized by CEO Chay Weei Jye on May 14, 2025 - The report was signed on May 14, 2025, by Chay Weei Jye, Chief Executive Officer[133](index=133&type=chunk)

Summary of Key Points Core Viewpoint - Titan Pharmaceuticals, Inc. has completed a private placement of Series B Convertible Preferred Stock with Blue Harbour Asset Management for a total of $1,000,000, with a conversion price set at $3.00 per share [1]. Group 1: Private Placement Details - The private placement involved the sale of 100,000 shares of Preferred Stock to Blue Harbour for an aggregate purchase price of $1,000,000 [1]. - The shares sold in this transaction are not part of a public offering and have not been registered under the Securities Act of 1933, relying on Regulation S [3]. - Titan has entered into a registration rights agreement with Blue Harbour, which outlines certain registration rights upon the occurrence of specified events [3]. Group 2: Ownership Conversion Blocker - The Certificate of Designations for the Preferred Stock includes a beneficial ownership conversion "blocker" that limits Blue Harbour's ability to acquire more than 19.99% of the Company's outstanding common stock without shareholder approval [2]. Group 3: Financial Advisory - ARC Group Ltd. acted as the sole financial advisor to Titan Pharmaceuticals during this private placement [4].

PART I [Business](index=5&type=section&id=Item%201.%20Business) The company sold its core assets and is pursuing a reverse merger while operating with no full-time employees - The company is pursuing strategic alternatives, including a **pending reverse merger with TalenTec Sdn. Bhd.** announced in August 2024, following the sale of its core ProNeura assets[21](index=21&type=chunk)[26](index=26&type=chunk) - On September 1, 2023, Titan sold its ProNeura Assets to Fedson, Inc. for **$2.0 million** ($1M paid in 2023, $1M paid in 2024) plus potential future milestone payments up to $50 million and royalties[22](index=22&type=chunk) - The company has experienced **significant leadership turnover**, including the resignation of CEO David Lazar in April 2024 and the appointment of Chay Weei Jye as CEO in December 2024[25](index=25&type=chunk)[28](index=28&type=chunk)[30](index=30&type=chunk) - As of December 31, 2024, the company had **no full-time employees** and utilized individuals on a contract basis[42](index=42&type=chunk) [Risk Factors](index=10&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including Nasdaq delisting, a past material weakness, and going concern uncertainty - The company is at risk of being **delisted from the Nasdaq Capital Market** if it cannot maintain minimum stockholders' equity of $2.5 million and a minimum bid price of $1.00 per share[45](index=45&type=chunk) - A **material weakness in internal control** over financial reporting was identified as of December 31, 2023, due to limited staffing, though management believes it was remediated in 2024[48](index=48&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) - The proposed reverse merger with TalenTec involves **significant transaction costs** and uncertainty regarding its completion and ultimate benefits[59](index=59&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk) - A history of net losses, including **$4.7 million in 2024** and **$5.6 million in 2023**, raises substantial doubt about its ability to continue as a going concern[82](index=82&type=chunk) - The company may be obligated to **repurchase certain outstanding warrants** at their Black Scholes Value within 30 days after the consummation of the Merger[76](index=76&type=chunk)[78](index=78&type=chunk) [Unresolved Staff Comments](index=17&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments - None[84](index=84&type=chunk) [Cybersecurity](index=17&type=section&id=Item%201C.%20Cybersecurity) The Board of Directors oversees cybersecurity risk, and no material threats were identified in 2024 - The Board of Directors has oversight responsibility for cybersecurity risks, which are managed daily by the management team[87](index=87&type=chunk) - In 2024, the company did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect its business strategy, results of operations, or financial condition[86](index=86&type=chunk) [Properties](index=17&type=section&id=Item%202.%20Properties) The company does not own or lease any physical office space and operates remotely - The company does not own or lease any physical office space and maintains a mailing address in New York, NY[88](index=88&type=chunk) [Legal Proceedings](index=17&type=section&id=Item%203.%20Legal%20Proceedings) A pending employment lawsuit was assumed by Fedson, Inc as part of the 2023 asset sale - As part of the September 2023 asset sale, Fedson, Inc. assumed all liabilities related to a pending 2020 employment claim against the company from a former employee[89](index=89&type=chunk) [Mine Safety Disclosures](index=17&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[90](index=90&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=18&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on Nasdaq with 914,234 shares outstanding, and it does not pay dividends - The company's common stock trades on the Nasdaq Capital Market under the symbol **"TTNP"**[93](index=93&type=chunk) - As of March 12, 2025, there were **914,234 shares of common stock outstanding**[93](index=93&type=chunk) - The company has **never declared or paid cash dividends** and does not anticipate paying any in the foreseeable future[94](index=94&type=chunk) Equity Compensation Plan Information as of December 31, 2024 | Plan category | Number of securities to be issued upon exercise of outstanding options, warrant and rights (a) | Weighted average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (c) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 79,498 | $68.52 | 17,311 | | Equity compensation plans not approved by security holders | 9 | $11,880.00 | - | | **Total** | **79,507** | **$69.85** | **17,311** | [[Reserved]](index=18&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported zero revenue, a net loss of $4.7 million in 2024, and requires additional funding despite having cash into Q4 2025 Results of Operations (in thousands) | | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **$0** | **$184** | **($184)** | | Research and development | $0 | $1,913 | ($1,913) | | General and administrative | $4,557 | $5,548 | ($991) | | **Total Operating Expenses** | **$4,557** | **$7,461** | **($2,904)** | | **Net Loss** | **($4,706)** | **($5,569)** | **$863** | Liquidity and Capital Resources (in thousands) | As of December 31: | 2024 | 2023 | | :--- | :--- | :--- | | Cash | $2,831 | $6,760 | | Working capital | $2,440 | $6,574 | | **For the Years Ended Dec 31:** | | | | Cash used in operating activities | ($3,880) | ($7,092) | - The company believes its cash balance of approximately **$2.8 million** as of December 31, 2024, is sufficient to fund planned operations into the fourth quarter of 2025, but will require additional funds[128](index=128&type=chunk) - The decrease in revenue was primarily due to the completion of activities related to development grants in February 2024, which also drove the decrease in R&D costs[130](index=130&type=chunk)[131](index=131&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable to the company - Not applicable[137](index=137&type=chunk) [Financial Statements and Supplementary Data](index=24&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This item directs the reader to the full financial statements included in the report starting on page F-1 - The full financial statements and supplementary data are included in the report, with an index on Page F-1[138](index=138&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=24&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company changed its independent auditor in late 2024 and reported no disagreements with the former firm - WithumSmith+Brown, PC resigned as the Company's auditor on November 22, 2024, and was replaced by **Enrome LLP** on December 3, 2024[139](index=139&type=chunk)[141](index=141&type=chunk) - The company reported **no disagreements** with its former auditor, Withum, during the two most recent fiscal years and subsequent interim period[139](index=139&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%209A.%20Controls%20and%20Procedures) A material weakness from 2023 was remediated, and management concluded controls were effective as of year-end 2024 - A **material weakness** in internal control over financial reporting was identified for the year ended Dec 31, 2023, due to limited finance and accounting staffing levels[143](index=143&type=chunk) - Management implemented remediation measures during 2024, such as planning to hire a new CFO and conducting more thorough reviews of financial statements[146](index=146&type=chunk) - Management concluded that as of December 31, 2024, the previously reported material weakness has been **remediated** and internal control over financial reporting was effective[145](index=145&type=chunk)[149](index=149&type=chunk) [Other Information](index=26&type=section&id=Item%209B.%20Other%20Information) The company entered into an employment agreement with its new CEO in March 2025 - On March 20, 2025, the company entered into an employment agreement with CEO Chay Weei Jye, providing a base salary of **$60,000 per year** and eligibility for an annual bonus[152](index=152&type=chunk)[153](index=153&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=26&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[154](index=154&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=27&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes a new CEO and a five-member board with three standing committees - **Chay Weei Jye** was appointed Chief Executive Officer in December 2024[156](index=156&type=chunk) - The Board of Directors has **three independent members**: Avraham Ben-Tzvi, Firdauz Edmin Bin Mokhtar, and Francisco Osvaldo Flores Garcia[167](index=167&type=chunk) - The Board has established an audit committee, a compensation committee, and a nominating and governance committee, with charters available on the company's website[168](index=168&type=chunk)[173](index=173&type=chunk) [Executive Compensation](index=31&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation in 2024 was dominated by significant severance payments to former executives Summary Compensation Table (2024) | Name and Principal Position | Year | Salary ($) | Bonus ($) | All Other Compensation ($) | Total Compensation ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | David Lazar (Former CEO) | 2024 | $545,564 | $50,750 | $10,515 | $606,829 | | Katherine Beebe DeVarney, Ph.D. (Former President & COO) | 2024 | $523,705 | $192,500 | $43,421 | $759,626 | | Chay Weei Jye (CEO) | 2024 | - | - | - | - | | Brynner Chiam (Acting PFO) | 2024 | - | - | - | - | - In April 2024, the company entered into **resignation agreements** with Mr. Lazar and Dr. Beebe DeVarney, resulting in significant payout amounts[196](index=196&type=chunk) - Non-employee directors received cash fees for their service in 2024, but **no stock or option awards** were granted during the year[199](index=199&type=chunk)[200](index=200&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=36&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Two shareholders beneficially own over 5% of common stock, while all executives and directors as a group own 1.0% Security Ownership of Greater than 5% Stockholders (as of March 12, 2025) | Name of Beneficial Owner | Shares Beneficially Owned | Percent of Shares Beneficially Owned | | :--- | :--- | :--- | | Choong Choon Hau | 241,531 | 26.4% | | Jeffrey Chung (The Sire Group Ltd.) | 150,087 | 14.1% | - All executive officers and directors as a group (5 persons) beneficially owned 9,563 shares, or **1.0% of the company**, as of March 12, 2025[204](index=204&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=37&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company disclosed several related party transactions, including financing from major shareholders and payments to former executives - In August 2023, the company received **$500,000 from shareholder Choong Choon Hau** via a convertible promissory note, which was converted into common stock in March 2024[209](index=209&type=chunk) - In September 2023, the company sold 950,000 shares of Series AA Preferred Stock to Sire Group for an aggregate purchase price of **$9.5 million**[210](index=210&type=chunk) - Following resignations in April 2024, the company made aggregate settlement payments of approximately **$1.2 million** to former executives and board members[212](index=212&type=chunk) - The company made payments for legal and consulting fees of approximately **$13,000 in 2024** and **$109,000 in 2023** to a law firm operated by a board member[211](index=211&type=chunk) [Principal Accounting Fees and Services](index=38&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) The company changed its auditor in late 2024, with total fees paid to both firms amounting to $365,992 - WithumSmith+Brown, PC resigned as the company's auditor on November 22, 2024, and **Enrome LLP was engaged** on December 3, 2024[215](index=215&type=chunk) Aggregate Auditor Fees | Auditor | 2024 | 2023 | | :--- | :--- | :--- | | WithumSmith+Brown, PC | $325,992 | $377,592 | | Enrome LLP | $40,000 | $ - | - The audit committee has established policies for **pre-approving all audit and permissible non-audit services** provided by the independent auditor[219](index=219&type=chunk)[220](index=220&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=40&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section indexes the financial statements and notes the omission of inapplicable schedules - An index to the Financial Statements is provided, starting on page F-1[225](index=225&type=chunk) - All financial statement schedules are omitted because they are not applicable or the required information is included in the financial statements or notes[226](index=226&type=chunk) [Form 10-K Summary](index=40&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable and contains no information - None[227](index=227&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=42&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Auditor reports highlight a "Material Uncertainty Related to Going Concern" due to significant net losses and negative cash flows - Enrome LLP, the auditor for fiscal year 2024, included a **"Material Uncertainty Related to Going Concern"** paragraph in its report[233](index=233&type=chunk) - The going concern uncertainty is based on the company's **net loss of $4.7 million**, negative cash flows from operations of $3.9 million, and an accumulated deficit of $396.5 million[233](index=233&type=chunk) - WithumSmith+Brown, PC served as the company's auditor for the fiscal year 2023[241](index=241&type=chunk)[245](index=245&type=chunk) [Financial Statements Tables](index=44&type=section&id=Financial%20Statements%20Tables) Financial statements show a decline in assets and cash, with a net loss of $4.7 million on zero revenue in 2024 Balance Sheet Data (in thousands) | | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Cash | $2,831 | $6,760 | | Total Current Assets | $2,923 | $8,018 | | Total Assets | $2,923 | $8,086 | | Total Current Liabilities | $483 | $1,444 | | Total Stockholders' Equity | $2,440 | $6,642 | Statement of Operations Data (in thousands) | For the Year Ended Dec 31, | 2024 | 2023 | | :--- | :--- | :--- | | Total Revenues | $ - | $184 | | Loss from Operations | ($4,557) | ($7,277) | | Net Loss | ($4,706) | ($5,569) | | Basic and Diluted Net Loss per Share | ($5.23) | ($7.41) | Statement of Cash Flows Data (in thousands) | For the Year Ended Dec 31, | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($3,880) | ($7,092) | | Net cash provided by investing activities | $ - | $732 | | Net cash provided by (used in) financing activities | ($62) | $10,000 | [Notes to Financial Statements](index=49&type=section&id=Notes%20to%20Financial%20Statements) Notes detail the asset sale, pending merger, a reverse stock split, and a Nasdaq non-compliance notice - A **1-for-20 reverse stock split** was effected on January 8, 2024, and all share and per-share amounts in the report are retroactively adjusted[302](index=302&type=chunk) - In March 2024, a **$500,000 convertible promissory note** held by shareholder Choong Choon Hau was converted into 54,132 shares of common stock[303](index=303&type=chunk) - Management concluded that despite historical losses, the company had **sufficient cash** as of the filing date to fund operations for the next 12 months[272](index=272&type=chunk) - As a subsequent event, on January 3, 2025, the company received a **non-compliance notice from Nasdaq** for failure to hold an annual shareholder meeting for the 2023 fiscal year[336](index=336&type=chunk)

Revenue and Expenses - Total revenues for the three months ended September 30, 2024, decreased to $0 from $4 thousand in 2023, primarily due to the completion of development grant activities in February 2024[93] - Total revenues for the nine months ended September 30, 2024, decreased to $0 from $184 thousand in 2023, driven by the completion of development grant activities[93] - Research and development expenses for the three months ended September 30, 2024, decreased to $0 from $424 thousand in 2023, primarily due to the completion of development grant activities and reduced personnel-related costs[94] - Research and development expenses for the nine months ended September 30, 2024, decreased to $0 from $1.426 million in 2023, reflecting the completion of development grant activities and reduced personnel-related costs[94] - General and administrative expenses for the three months ended September 30, 2024, decreased to $754 thousand from $1.641 million in 2023, primarily due to reduced personnel-related expenses and non-cash stock-based compensation[95] - General and administrative expenses for the nine months ended September 30, 2024, decreased to $3.891 million from $4.104 million in 2023, driven by reduced non-cash stock-based compensation, offset by higher severance-related expenses[95] Net Loss and Financial Position - Net loss for the three months ended September 30, 2024, was $0.8 million ($0.83 per share), compared to $0.3 million ($0.45 per share) in the same period in 2023[97] - Net loss for the nine months ended September 30, 2024, was $3.9 million ($4.38 per share), compared to $3.6 million ($4.79 per share) in the same period in 2023[97] - Working capital decreased to $3.3 million as of September 30, 2024, from $6.6 million at December 31, 2023[98] - Cash balance as of September 30, 2024, was $3.4 million, expected to fund operations through Q4 2025[102] - Net cash used in operating activities for the nine months ended September 30, 2024, was $3.4 million, primarily due to a net loss of $3.9 million[104] - Net cash provided by financing activities for the nine months ended September 30, 2023, was $9.6 million[104] Asset Sales and Strategic Transactions - The company sold its ProNeura assets, including the Probuphine and Nalmefene implant programs, to Fedson, Inc. for $2.0 million, with potential milestone payments of up to $50 million and royalties on future net sales[85] - The sale of ProNeura Assets to Fedson in September 2023 generated $2.0 million, with potential milestone payments of up to $50 million and royalties on future net sales[100] - The company entered into a Merger Agreement with TalenTec Sdn. Bhd., with existing security holders of TalenTec and Titan expected to own approximately 86.7% and 13.3% of the combined company, respectively, post-merger[87] Capital and Funding Activities - In September 2023, the company issued 950,000 shares of Series AA Convertible Preferred Stock for $9.5 million, with $5.0 million in cash and $4.5 million in a promissory note[99] - In August 2023, the company received $500,000 in funding through a convertible promissory note, which was later converted into 54,132 shares of common stock in March 2024[101] Cost Reduction and Strategic Focus - The company implemented cost reduction measures, including workforce reductions and salary cuts, to conserve capital while exploring strategic alternatives[83] - The company discontinued commercialization of Probuphine in the United States in Q4 2020 and sold the product in September 2023, shifting focus to product development[82] Other Income and Expenses - The decrease in other income (expense) for the three and nine months ended September 30, 2024, was primarily due to the gain from the sale of ProNeura Assets in the prior period[96]

Merger Details - Titan Pharmaceuticals Inc (Nasdaq: TTNP) is proposing a merger with BSKE Ltd, under which Titan shareholders are expected to own approximately 13.3% of the combined company [1] Law Firm Information - Monteverde & Associates PC is investigating the proposed merger between Titan Pharmaceuticals and BSKE Ltd [1] - The law firm has a track record of recovering money for shareholders and is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report [1] - Monteverde & Associates PC is headquartered at the Empire State Building in New York City and has experience litigating in trial and appellate courts, including the U S Supreme Court [2] Contact Information - Shareholders of Titan Pharmaceuticals can contact Juan Monteverde, Esq via email at jmonteverde@monteverdelaw com or by telephone at (212) 971-1341 for additional information [3] - The law firm's address is The Empire State Building, 350 Fifth Ave Suite 4740, New York, NY 10118, United States of America [4]

Core Insights - Monteverde & Associates PC is investigating Titan Pharmaceuticals, Inc. regarding its proposed merger with BSKE Ltd, where Titan shareholders are expected to own approximately 13.3% of the combined company [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report and has a successful track record in recovering money for shareholders [1]. - The firm is headquartered in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Group 2: Legal Context - The firm emphasizes that no company, director, or officer is above the law, indicating a commitment to shareholder rights [3]. - Shareholders of Titan Pharmaceuticals are encouraged to reach out for additional information regarding their rights and potential claims [3].

Merger Details - Titan will engage in a reverse merger with KE Sdn Bhd, resulting in Titan becoming minority stockholders of the combined company [2] - Post-merger, non-insider Titan stockholders will own only 13% of the combined companies, while Dato' Seow Gim Shen, Chairman and CEO of Titan, holds 47.4% of KE's outstanding shares [2] - The transaction agreement imposes significant penalties on Titan if it accepts a competing bid, limiting competing transactions [2] Investigation and Shareholder Concerns - Ademi LLP is investigating Titan for possible breaches of fiduciary duty and other violations of law in its transaction with KE Sdn Bhd [1] - The investigation focuses on whether Titan's board of directors is fulfilling its fiduciary duties to all shareholders [3] - Titan insiders are set to receive substantial benefits as part of change of control arrangements, raising concerns about fairness to non-insider shareholders [2] Legal Context - Ademi LLP specializes in shareholder litigation involving buyouts, mergers, and individual shareholder rights [4] - The firm is encouraging Titan common stock owners to contact them for additional information regarding the investigation [3]