M&A - TITAN PHARMACEUTICALS INC

Form Type: 425

Filing Date: 2025-06-03

Corporate Action: Merger

Type: New

Accession Number: 000182912625004195

Filing Summary: On June 3, 2025, Titan Pharmaceuticals, Inc. (TTNP) announced a filing with the SEC of a registration statement on Form F-4 which includes a preliminary proxy statement/prospectus for the proposed combination of TTNP and TalenTec Sdn. Bhd. This Business Combination will be submitted to TTNP's stockholders for their approval. The registration statement, filed by Black Titan Corporation, the new holding entity, will be available on the SEC’s website. Following its effectiveness, a definitive Proxy Statement/Prospectus will be mailed to stockholders along with details of a special meeting to approve the Business Combination. The press release announcing this filing is attached as an exhibit to the report.

Form Type: 8-K

Filing Date: 2025-06-03

Corporate Action: Merger

Type: New

Accession Number: 000182912625004194

Filing Summary: On June 3, 2025, Titan Pharmaceuticals, Inc. announced the filing of a registration statement on Form F-4 with the SEC. This statement includes a preliminary proxy statement/prospectus regarding a proposed business combination between Titan Pharmaceuticals and TalenTec Sdn. Bhd. The transaction is to be submitted for approval to Titan's stockholders, and a definitive proxy statement/prospectus will be sent once the registration statement is declared effective. The filing was made by Black Titan Corporation, which will serve as the new holding company for the combined businesses. Stakeholders are advised to review these documents as they will provide critical insights regarding the transaction.

Form Type: 10-Q

Filing Date: 2025-05-14

Corporate Action: Merger

Type: Update

Accession Number: 000182912625003656

Filing Summary: Titan Pharmaceuticals, Inc. has filed its quarterly report for the period ending March 31, 2025. The company is pursuing a reverse merger with TalenTec Sdn. Bhd., involving a two-step process where a subsidiary will merge with Titan, making Titan a wholly owned subsidiary of Black Titan Corporation. Approval from stockholders is required for the merger to proceed, and the merger implications include significant changes in ownership between Titan and TalenTec shareholders. As of March 31, 2025, Titan's financials show current assets of $2.156 million and a net loss of $563,000 for the quarter, compared to a $1.06 million loss from the previous year. The company is actively exploring options to enhance shareholder value, including a private placement transaction completed on April 11, 2025. Furthermore, Titan reported compliance issues with Nasdaq's stockholder equity requirement, necessitating a plan to regain compliance within 45 days. The board of directors has also experienced changes and appointed new members, indicating ongoing restructuring efforts within the company.

Form Type: 10-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: Update

Accession Number: 000182912625001934

Filing Summary: Titan Pharmaceuticals, Inc. is pursuing a merger with TalenTec Sdn. Bhd., outlined in a Merger and Contribution and Share Exchange Agreement signed on August 19, 2024. The transaction involves a reverse merger whereby Titan will merge with TalenTec, making Titan a wholly-owned subsidiary of BSKE Ltd. A proxy statement/prospectus is being prepared and filed with the SEC. The merger is subject to stockholder approval and other customary conditions. Titan has undergone significant management changes, including the resignation of CEO David Lazar and the appointment of Seow Gim Shen. The company has also sold certain ProNeura assets to Fedson for $2 million and issued preferred shares to The Sire Group for $9.5 million. These actions are part of Titan’s strategy to enhance stockholder value and streamline operations following a period of operational restructuring and financial adjustments.

Form Type: 10-Q

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000182912625000026

Filing Summary: Titan Pharmaceuticals, Inc. reports on its quarterly financials for the period ending September 30, 2024, including a net loss of $763,000 for the quarter and $3.916 million for the nine months ended September 30, 2024. The report outlines significant past activities including a strategic exploration initiated in December 2021 for alternatives to enhance stockholder value, resulting in a Merger Agreement with TalenTec Sdn. Bhd. approved on August 19, 2024. This proposed reverse merger aims to consolidate operations, with merged entity ownership likely skewed towards TalenTec shareholders. Key financial highlights include total current assets of $3.602 million, and a drop in common stock shares from 914,234 to 781,503 since the last report. The report also details a significant focus shift from commercial operations to product development, following the sale of the ProNeura assets on September 1, 2023, for a total of $2 million, along with potential future milestone payments.