Series B Convertible Preferred Stock

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Titan Pharmaceuticals Announces $1 Million Private Placement of Convertible Preferred Stock
Globenewswireยท 2025-04-11 20:15
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].