Core Points - Titan Pharmaceuticals, Inc. has entered into a Merger Agreement with KE Sdn. Bhd. for a reverse merger transaction, which has been approved by Titan's board of directors [1][3] - The merger involves two steps: the merger of Titan with a wholly owned subsidiary of BSKE Ltd., followed by a share exchange agreement for KE shareholders [1] - Completion of the merger is contingent upon approval from Titan's and KE's stockholders, Nasdaq listing approval for BSKE, and satisfaction of other customary conditions [3] Company Overview - Titan Pharmaceuticals is a development stage company based in South San Francisco, CA, previously focused on developing proprietary therapeutics using ProNeura® technology [5] - KE Sdn. Bhd. is a Malaysian private limited company that distributes human capital management solutions and consulting services in the Asia Pacific region [6] Ownership Structure Post-Merger - Following the merger, existing security holders of KE and Titan (excluding certain stakeholders) are expected to own approximately 86.7% and 13.3% of the combined company, respectively [2] - Dato' Seow Gim Shen, Chairman and CEO of Titan, is expected to own 48.9% of the outstanding shares of the combined company after the merger [2]

Revenue and Expenses - Total revenues for the three months ended June 30, 2024 were $0, compared to $83,000 in the same period in 2023, primarily due to the completion of development grant activities[67] - Total revenues for the six months ended June 30, 2024 were $0, compared to $181,000 in the same period in 2023, primarily due to the completion of development grant activities[67] - Research and development expenses for the three months ended June 30, 2024 were $0, compared to $442,000 in the same period in 2023, primarily due to the completion of development grant activities and decreases in personnel-related costs[68] - Research and development expenses for the six months ended June 30, 2024 were $0, compared to $1,003,000 in the same period in 2023, primarily due to the completion of development grant activities and decreases in personnel-related costs[68] - General and administrative expenses for the three months ended June 30, 2024 were $2,074,000, compared to $1,229,000 in the same period in 2023, primarily due to increases in severance expenses and board payments[68] - General and administrative expenses for the six months ended June 30, 2024 were $3,137,000, compared to $2,463,000 in the same period in 2023, primarily due to increases in severance expenses and board payments[68] Net Loss - Net loss for the three months ended June 30, 2024 was approximately $2.1 million, or $2.29 per share, compared to a net loss of approximately $1.6 million, or $2.11 per share, in the same period in 2023[71] - Net loss for the six months ended June 30, 2024 was approximately $3.2 million, or $3.57 per share, compared to a net loss of approximately $3.3 million, or $4.34 per share, in the same period in 2023[71] Working Capital and Financing - Working capital as of June 30, 2024 was approximately $4.0 million, compared to $6.6 million as of December 31, 2023[72] - In September 2023, the company entered into a purchase agreement with Sire Group, issuing 950,000 shares of Series AA Convertible Preferred Stock for an aggregate purchase price of $9.5 million, with net cash proceeds of approximately $9.5 million[72] - $500,000 funding received in exchange for a convertible promissory note with 10% annual interest[74] - Hau Promissory Note converted into 54,132 shares of common stock at $9.32 per share[74] Asset Sales and Milestones - ProNeura Assets sold for $2.0 million, with $500,000 paid upfront, $500,000 as Cash Note, and $1,000,000 as Escrow Note[73] - Potential milestone payments of up to $50 million and royalties on future net sales of products[73] Cash Flow and Liquidity - Cash and cash equivalents of $4.1 million as of June 30, 2024, sufficient to fund operations through Q3 2025[75] - Net cash used in operating activities for six months ended June 30, 2024: $2.68 million[75] - Net loss of $3.2 million for six months ended June 30, 2024, offset by $0.5 million from net changes in operating assets and liabilities[75] - Net loss of $3.3 million for six months ended June 30, 2023, partially offset by $0.6 million of non-cash charges[75] Market Risk Disclosures - Market risk disclosures unchanged from Annual Report on Form 10-K for the year ended December 31, 2023[76]

Revenue and Financial Performance - Total revenues for Q1 2024 were $0, a decrease of $98,000 compared to Q1 2023, primarily due to the completion of development grant activities[74] - Net loss for Q1 2024 was $1.1 million ($1.36 per share), compared to a net loss of $1.7 million ($2.23 per share) in Q1 2023[78] Operating Expenses and Cost Management - Operating expenses decreased by $732,000 in Q1 2024, with R&D expenses dropping by $561,000 and SG&A expenses decreasing by $171,000[75][76] Cash and Liquidity - The company had $6.2 million in cash and cash equivalents as of March 31, 2024, which is expected to fund operations through Q2 2025[83] - Working capital decreased from $6.6 million at December 31, 2023, to $6.0 million at March 31, 2024[79] - Net cash used in operating activities was $613,000 in Q1 2024, a significant improvement from $1.9 million in Q1 2023[84] Asset Sales and Fundraising - In September 2023, the company sold ProNeura assets for $2.0 million, with potential milestone payments of up to $50 million and royalties on future net sales[71][81] - The company raised $9.5 million in September 2023 through the issuance of Series AA Convertible Preferred Stock[80] - The company discontinued commercialization of Probuphine in the U.S. in Q4 2020 and sold the product in September 2023[69] Equity Transactions - The company converted a $500,000 promissory note into 54,132 shares of common stock in March 2024[82]

Part I [Business](index=5&type=section&id=Item%201.%20Business) Titan Pharmaceuticals is a development-stage pharmaceutical company. In September 2023, the company sold its ProNeura drug delivery platform assets, including its Probuphine and Nalmefene programs, to Fedson, Inc. for $2.0 million plus potential future milestones and royalties. This sale followed a strategic decision to discontinue the U.S. commercialization of Probuphine in late 2020 to conserve resources. The company is now exploring strategic alternatives to enhance shareholder value while curtailing activities on its remaining development program, TP-2021, a kappa opioid agonist implant for chronic pruritus, which has shown promising non-clinical results - In September 2023, Titan sold its ProNeura Assets, including its drug addiction portfolio (Probuphine and Nalmefene programs), to Fedson, Inc. for **$2.0 million**. The deal also includes potential future milestone payments up to **$50 million** and royalties on net sales[23](index=23&type=chunk) - The company **discontinued the U.S. commercialization of its first product, Probuphine**, in the fourth quarter of 2020 to focus limited resources on product development[21](index=21&type=chunk) - Titan has been **exploring strategic alternatives** since December 2021, which could include mergers, acquisitions, or other business combinations. This process continued after a board and management change in August 2022, with David Lazar becoming CEO[22](index=22&type=chunk) - The company's primary remaining development program is **TP-2021, a kappa opioid agonist peptide delivered via the ProNeura system for treating chronic pruritus**. Non-clinical studies have shown **potent antipruritic activity** in animal models for up to **84 days** post-implantation, but further development requires external funding or a partnership[28](index=28&type=chunk)[29](index=29&type=chunk) - The company has filed patent applications for the use of a kappa-opioid receptor agonist implant for treating pruritus in the U.S. and several other countries. Any resulting patents will expire in **2042**[34](index=34&type=chunk) [Risk Factors](index=11&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks, including a history of net losses and substantial doubt about its ability to continue as a going concern, requiring additional capital to fund its early-stage development programs. Business risks include the inherent uncertainty of clinical trials, reliance on third parties, intense competition, and extensive government regulation. Key stock-related risks involve share price volatility, potential delisting from Nasdaq, and a material weakness in internal financial controls identified due to limited staffing [Risks Related to Financial Condition and Capital Needs](index=11&type=section&id=Risks%20Related%20to%20Our%20Financial%20Condition%20and%20Need%20for%20Additional%20Capital) Financial Performance and Position | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net Loss | ~$5.6 million | ~$10.2 million | | Net Cash Used in Operations | ~$7.1 million | ~$8.2 million | | Working Capital (at Dec 31) | ~$6.6 million | ~$1.0 million | | Cash and Equivalents (at Dec 31) | ~$6.8 million | - | - The company has a history of net losses, which raises **substantial doubt about its ability to continue as a going concern**[50](index=50&type=chunk) - Available cash is estimated to be sufficient to fund working capital needs only into the **second quarter of 2025**, and substantial additional funds are required to advance development programs[51](index=51&type=chunk) - As of December 31, 2023, the company had significant federal net operating loss (**$214.7M**) and tax credit (**$5.9M**) carryforwards, but their future usability is restricted and not assured[52](index=52&type=chunk) [Risks Related to Business and Industry](index=12&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) - The company's development program is at a very early stage and requires substantial additional resources, which may not be available[53](index=53&type=chunk) - Clinical trials are expensive, time-consuming, and their outcomes are uncertain. Delays or failures could force the abandonment of a product candidate[55](index=55&type=chunk)[56](index=56&type=chunk) - The company depends on third-party laboratories for preclinical studies and clinical trials, and third-party manufacturers for production, which are outside its direct control[57](index=57&type=chunk) - The company faces risks of being unable to protect its patents and proprietary rights, and could be sued by third parties for infringement[59](index=59&type=chunk)[60](index=60&type=chunk) - A **material weakness in internal controls over financial reporting** was identified as of December 31, 2023, primarily due to limited finance and accounting staffing levels following workforce reductions[86](index=86&type=chunk) [Risks Related to Common Stock](index=16&type=section&id=Risks%20Related%20to%20our%20Common%20Stock) - The company's common stock could be delisted from the Nasdaq Capital Market if it fails to maintain listing standards, such as the minimum **$1.00 bid price** or **$2.5 million stockholders' equity** requirement[76](index=76&type=chunk) - Future financing activities may involve issuing securities that could significantly dilute existing stockholders' ownership[80](index=80&type=chunk)[81](index=81&type=chunk) - A significant concentration of ownership exists, with one stockholder, Choong Choon Hau, controlling approximately **26.42%** of the voting power, which could influence corporate actions[82](index=82&type=chunk) - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2023, due to a **material weakness in internal control over financial reporting**[84](index=84&type=chunk) [Unresolved Staff Comments](index=22&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - None[96](index=96&type=chunk) [Cybersecurity](index=22&type=section&id=Item%201C.%20Cybersecurity) The company manages cybersecurity risks through assessments, employee training, and monitoring by management and the Board of Directors. In 2023, no cybersecurity threats were identified that materially affected or are reasonably likely to materially affect the company's business, operations, or financial condition - The Board of Directors has oversight responsibility for cybersecurity risks, with management handling day-to-day assessment and management[99](index=99&type=chunk) - In 2023, 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[98](index=98&type=chunk) [Properties](index=22&type=section&id=Item%202.%20Properties) The company's principal executive offices are located in approximately 3,295 square feet of leased office space in South San Francisco, California. The current operating lease is set to expire in June 2024 - The company leases approximately **3,295 square feet** of office space in South San Francisco, California, under a lease expiring in **June 2024**[100](index=100&type=chunk) [Legal Proceedings](index=22&type=section&id=Item%203.%20Legal%20Proceedings) As part of the September 2023 asset sale, the buyer, Fedson, Inc., assumed all liabilities related to a pending employment claim against Titan initiated by a former employee - A pending employment claim from a former employee alleging wrongful termination was assumed by Fedson, Inc. as part of the Asset Purchase Agreement in September 2023[101](index=101&type=chunk) [Mine Safety Disclosures](index=22&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[102](index=102&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=23&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Titan's common stock is listed on the Nasdaq Capital Market under the symbol "TTNP." As of March 25, 2024, there were 914,234 shares outstanding held by 98 holders of record. The company has never paid cash dividends and does not anticipate doing so in the foreseeable future. Information regarding equity compensation plans is also provided - The company's common stock is listed on the Nasdaq Capital Market under the symbol "**TTNP**"[105](index=105&type=chunk) - As of March 25, 2024, there were **914,234 shares** of common stock outstanding[105](index=105&type=chunk) - The company has never declared or paid cash dividends and does not plan to in the foreseeable future[106](index=106&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2023, Titan's financial condition improved primarily due to a $9.5 million preferred stock issuance and proceeds from the sale of its ProNeura assets. The company's net loss decreased to $5.6 million from $10.2 million in 2022, largely due to a $1.76 million gain on the asset sale and reduced R&D and G&A expenses. Cash and cash equivalents increased to $6.8 million, which management believes is sufficient to fund operations into the second quarter of 2025. However, the company will require additional funding for future operations and continues to explore strategic alternatives [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) Key Financial Metrics (in thousands) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $6,761 | $2,937 | | Working capital | $6,574 | $973 | | Cash used in operating activities | $(7,092) | $(8,183) | | Cash provided by investing activities | $732 | $0 | | Cash provided by financing activities | $10,000 | $4,984 | - As of December 31, 2023, the company had approximately **$6.8 million** in cash and cash equivalents, which is believed to be sufficient to fund planned operations into the **second quarter of 2025**[145](index=145&type=chunk) - In September 2023, the company raised net proceeds of approximately **$9.5 million** from the issuance of Series AA Convertible Preferred Stock to Sire Group[141](index=141&type=chunk) - The sale of ProNeura Assets to Fedson provided **$0.5 million** in cash at closing, with an additional **$1.5 million** in promissory notes paid in late 2023 and early 2024[142](index=142&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Revenues (in thousands) | Revenue Source | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | License revenue | $1 | $60 | $(59) | | Grant revenue | $183 | $497 | $(314) | | **Total revenue** | **$184** | **$557** | **$(373)** | Operating Expenses (in thousands) | Expense Category | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Research and development | $1,913 | $4,758 | $(2,845) | | General and administrative | $5,548 | $6,034 | $(486) | | **Total operating expenses** | **$7,461** | **$10,792** | **$(3,331)** | - The decrease in R&D costs was primarily due to reduced activities related to the Nalmefene implant program and the TP-2021 program, along with lower personnel costs following a workforce reduction[148](index=148&type=chunk) - The company reported a net loss of approximately **$5.6 million** (**$7.41 per share**) for 2023, a significant improvement from the net loss of approximately **$10.2 million** (**$15.19 per share**) in 2022. The improvement was largely driven by a **$1.76 million** gain on the asset sale and lower operating expenses[150](index=150&type=chunk)[151](index=151&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable to the company - Not applicable[153](index=153&type=chunk) [Financial Statements and Supplementary Data](index=30&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section refers to the full financial statements and supplementary data, which are included in a separate section of the report starting on page F-1 - The response to this item is included in the 'Index to Financial Statements' on Page F-1[154](index=154&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=30&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[155](index=155&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that as of December 31, 2023, the company's disclosure controls and procedures were not effective. This was due to a material weakness in internal control over financial reporting, primarily related to limited finance and accounting staffing levels following workforce reductions. The company has developed a remediation plan, which includes hiring a new CFO and utilizing a Sarbanes-Oxley compliance firm - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2023[156](index=156&type=chunk) - A **material weakness** was identified in internal control over financial reporting, primarily due to limited finance and accounting staffing levels not being commensurate with the company's complexity and reporting requirements[162](index=162&type=chunk) - The material weakness resulted in a misclassification of approximately **$0.4 million** in issuance costs related to preferred stock during Q3 2023[163](index=163&type=chunk) - Remediation activities include hiring a new Chief Financial Officer and engaging a Sarbanes-Oxley compliance firm to assist with controls[164](index=164&type=chunk) [Other Information](index=31&type=section&id=Item%209B.%20Other%20Information) No directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the fourth quarter of 2023 - 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 fiscal quarter ended December 31, 2023[167](index=167&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=31&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[168](index=168&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=32&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides biographical information for the company's executive officers and directors, including CEO David E. Lazar and President/COO Dr. Katherine Beebe DeVarney. It outlines the board leadership structure, with Dato' Seow Gim Shen as Chairman of the Board. The company has adopted a Code of Business Conduct and Ethics applicable to all personnel - Lists the names, ages, and positions of the company's executive officers and directors, along with their business experience[170](index=170&type=chunk) - David E. Lazar serves as Chief Executive Officer and Dato' Seow Gim Shen serves as Chairman of the Board[170](index=170&type=chunk)[179](index=179&type=chunk) - The company has adopted a Code of Business Conduct and Ethics, which is available on its website[180](index=180&type=chunk) [Executive Compensation](index=35&type=section&id=Item%2011.%20Executive%20Compensation) This section details the compensation for the company's named executive officers and non-employee directors for 2022 and 2023. CEO David Lazar's total 2023 compensation was approximately $1.47 million, including a $1.015 million bonus. President and COO Dr. Katherine Beebe DeVarney's total 2023 compensation was approximately $602,000. The report also outlines the terms of employment agreements and details of the company's stock incentive plans Summary Compensation Table (2023) | Name and Principal Position | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | David Lazar, CEO | 406,000 | 1,015,000 | 52,180 | - | - | 1,473,180 | | Katherine Beebe DeVarney, Ph.D., President & COO | 462,000 | - | 32,947 | 107,162 | - | 602,109 | | Marc Rubin, MD, Executive Chairman | - | - | - | - | 238,157 | 238,157 | - Dr. Marc Rubin's employment was terminated in August 2022; the amount shown for 2023 represents severance payments[185](index=185&type=chunk) - CEO David Lazar's employment agreement provides for a base salary of **$406,000**, eligibility for annual and performance bonuses, and a change of control bonus[199](index=199&type=chunk)[200](index=200&type=chunk) - Dr. Beebe DeVarney's employment agreement provides for a base salary of **$385,000** and potential annual bonuses up to **50%** of base salary[196](index=196&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=39&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details the beneficial ownership of the company's common stock as of March 25, 2024. The largest beneficial owner is Choong Choon Hau with 26.4% ownership. Dato' Seow Gim Shen, Chairman of the Board, beneficially owns 16.4%. All executive officers and directors as a group beneficially own 22.2% of the outstanding common stock Security Ownership of Major Holders (as of March 25, 2024) | Name of Beneficial Owner | Shares Beneficially Owned | Percent of Shares Beneficially Owned | | :--- | :--- | :--- | | Choong Choon Hau | 241,531 | 26.4% | | Dato' Seow Gim Shen | 150,087 | 16.4% | | All executive officers and directors as a group (8 persons) | 211,992 | 22.2% | [Certain Relationships and Related Transactions, and Director Independence](index=40&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company discloses several related party transactions, including a short-term loan from CEO David Lazar in July 2023 (repaid in September 2023), a convertible promissory note issued to major shareholder Choong Choon Hau in August 2023, and a $9.5 million preferred stock sale to Sire Group (controlled by Chairman Dato' Seow Gim Shen) in September 2023. The report also confirms the independence of five board members and details the composition of its audit, compensation, and nominating committees - In July 2023, CEO David E. Lazar provided a **$250,000** unsecured promissory note, which was paid off in September 2023[210](index=210&type=chunk) - In August 2023, the company issued a **$500,000** convertible promissory note to major shareholder Choong Choon Hau, which was converted into common stock in March 2024[211](index=211&type=chunk) - In September 2023, the company sold **950,000 shares** of Series AA Preferred Stock to The Sire Group Ltd., an entity controlled by Chairman Dato' Seow Gim Shen, for an aggregate price of **$9.5 million**[212](index=212&type=chunk) - Five members of the Board are considered independent under Nasdaq rules: Brynner Chiam, Eric Greenberg, Matthew C. McMurdo, David Natan, and Dato' Seow Gim Shen[214](index=214&type=chunk) [Principal Accounting Fees and Services](index=41&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) This section details the fees billed by the independent registered public accounting firm, WithumSmith+Brown, for fiscal years 2023 and 2022. Total fees were $377,592 in 2023 and $346,799 in 2022, primarily for audit and tax services. The audit committee reviewed and approved all services provided Accountant Fees (WithumSmith+Brown) | Fee Category | 2023 | 2022 | | :--- | :--- | :--- | | Audit Fees | $330,160 | $301,079 | | Tax Fees | $47,432 | $45,720 | | **Total** | **$377,592** | **$346,799** | - The audit committee has established pre-approval policies and procedures for all audit and permissible non-audit services provided by the independent auditor[225](index=225&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=43&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section provides an index to the financial statements, which begin on page F-1, and notes that all financial statement schedules have been omitted as they are not applicable. It also refers to the list of exhibits filed with the report - An index to the Financial Statements is provided, starting on page F-1[230](index=230&type=chunk) [Form 10-K Summary](index=43&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for this item - None[232](index=232&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=45&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent auditor, WithumSmith+Brown, PC, issued an opinion stating that the financial statements are fairly presented in conformity with U.S. GAAP. The report highlights a critical audit matter concerning the company's ability to continue as a going concern, given its history of recurring losses. It also notes that the company restated its 2023 quarterly information to correct an error in the accounting for stock issuance costs - The auditor's opinion is that the financial statements are fairly presented in all material respects[237](index=237&type=chunk) - A **critical audit matter** was identified regarding the evaluation of the company's **ability to continue as a going concern** due to recurring losses and an accumulated deficit[243](index=243&type=chunk) - The report notes that the company restated its 2023 quarterly information due to an error in accounting for stock issuance costs[238](index=238&type=chunk) [Notes to Financial Statements](index=52&type=section&id=Notes%20to%20Financial%20Statements) The notes provide detailed information supporting the financial statements. Key disclosures include the sale of ProNeura assets to Fedson for $2.0 million, the company's assessment that its $6.8 million in cash is sufficient to fund operations into Q2 2025, and details of significant financing activities in 2023, including a $9.5 million preferred stock issuance. The notes also describe a restatement of Q3 2023 financials due to a $406,000 expense misclassification and subsequent events like a 1-for-20 reverse stock split in January 2024 - Note 1: The company had **$6.8 million** in cash at year-end 2023, which management believes is sufficient to fund operations into **Q2 2025**. However, additional funds will be required to finance future operations[265](index=265&type=chunk) - Note 6: Details the asset sale to Fedson, Inc. for a purchase price of **$2.0 million**, consisting of **$0.5 million** cash at closing and **$1.5 million** in promissory notes, plus potential future milestones and royalties[315](index=315&type=chunk) - Note 7: In September 2023, the company issued **950,000 shares** of Series AA Convertible Preferred Stock for an aggregate purchase price of **$9.5 million**[318](index=318&type=chunk) - Note 9: The company has significant net operating loss carryforwards but has recorded a **full valuation allowance** against its net deferred tax assets due to uncertainty of realization[343](index=343&type=chunk)[345](index=345&type=chunk) - Note 12: The company **restated its Q3 2023 financial statements** to correct a material error where a **$406,000** payment was improperly classified as a stock issuance cost instead of a general and administrative expense[354](index=354&type=chunk)[355](index=355&type=chunk) - Note 13: A **1-for-20 reverse stock split** was effected on January 9, 2024. All share and per-share amounts in the report are retroactively adjusted for this split[369](index=369&type=chunk)

Revenue Changes - Total revenues for the three months ended September 30, 2023 decreased by $91,000 compared to the same period in 2022, primarily due to decreased activities related to the NIDA grant and Gates Foundation grant[94] - Total revenues for the nine months ended September 30, 2023 decreased by $252,000 compared to the same period in 2022, primarily due to decreased activities related to the NIDA grant and Gates Foundation grant[94] Research and Development Expenses - Research and development expenses for the three months ended September 30, 2023 decreased by $508,000 compared to the same period in 2022, primarily due to reduced activities related to non-clinical studies for the Nalmefene implant and TP-2021 implant program[96] - Research and development expenses for the nine months ended September 30, 2023 decreased by $1,889,000 compared to the same period in 2022, primarily due to reduced activities related to non-clinical studies for the Nalmefene implant and TP-2021 implant program[96] General and Administrative Expenses - General and administrative expenses for the three months ended September 30, 2023 decreased by $165,000 compared to the same period in 2022, primarily due to decreases in legal and professional fees and other expenses[97] - General and administrative expenses for the nine months ended September 30, 2023 decreased by $641,000 compared to the same period in 2022, primarily due to decreases in employee-related expenses, legal and professional fees, and other expenses[97] Other Income (Expense) - Other income (expense), net for the three months ended September 30, 2023 increased by $1,718,000 compared to the same period in 2022, primarily due to the gain related to the sale of the ProNeura Assets to Fedson and decreases in tax-related expenses[98] - Other income (expense), net for the nine months ended September 30, 2023 increased by $1,763,000 compared to the same period in 2022, primarily due to the gain related to the sale of the ProNeura Assets to Fedson and decreases in tax-related expenses[98] ProNeura Assets Sale - The company sold its ProNeura Assets to Fedson for a purchase price of $2.0 million, consisting of $500,000 in readily available funds, $500,000 in the form of a promissory note due on October 1, 2023, and $1,000,000 in the form of a promissory note due on January 1, 2024[89] - The company is 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[89] - Sold ProNeura Assets for $2.0 million, with potential milestone payments up to $50 million and royalties on future net sales[103] Net Loss - Net loss for Q3 2023 was $0.3 million ($0.02 per share), a significant improvement from $2.6 million ($0.18 per share) in Q3 2022[100] - Net loss for the nine months ended September 30, 2023 was $3.6 million ($0.24 per share), compared to $7.6 million ($0.59 per share) in the same period of 2022[100] Working Capital and Financing - Working capital increased to $8.0 million as of September 30, 2023, up from $1.0 million at December 31, 2022[101] - Company raised $9.5 million through issuance of Series AA Preferred Stock in September 2023, with net cash proceeds of $9.1 million[102] - Received $500,000 funding through Hau Promissory Note in August 2023, accruing 10% annual interest[104] - Net cash provided by financing activities for nine months ended September 30, 2023 was $9.6 million, mainly from preferred stock issuance[110] Cash Position and Operating Activities - Cash and cash equivalents stood at $8.1 million as of September 30, 2023, expected to fund operations through December 2024[106] - Net cash used in operating activities for nine months ended September 30, 2023 was $4.8 million, primarily due to net loss of $3.6 million[108]

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, 2023. OR ☐ 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 | | --- | --- ...

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 March 31, 2023. OR ☐ 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 | | --- | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Registrant's telephone number, including area code: (650) 244-4990 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 | For the fiscal year ended Decem ...

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 30, 2022. OR ☐ 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 | | --- | - ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 | (I.R.S. Employer | | incorporation or organization) | Identification No.) | 400 Oyster Point Blvd., Suite 505, South San Francisco, California 94080 (Address of principal execu ...