NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held June 30, 2020
To the Stockholders of Titan Pharmaceuticals, Inc.:
A special meeting of stockholders of Titan Pharmaceuticals, Inc. (“our company”, “Titan,” “we,” “our,” or “us”) will be held at our executive offices at 400 Oyster Point Boulevard, Suite 505, South San Francisco, California 94080 on Tuesday, June 30, 2020 at 9:00 a.m. local time for the following purpose:
to approve an amendment to our certificate of incorporation to increase the number of authorized shares of common stock from 125,000,000 to 225,000,000 (the “Amendment Proposal”); and
to consider and take action upon such other matters as may properly come before the meeting or any adjournment thereof.
The close of business on May 22, 2020 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting or any adjournment thereof.
We are seeking approval of the Amendment Proposal in order to have shares available to undertake one or more financings to support our commercial operations to expand the use of our Probuphine® (buprenorphine) implant for up to six months of maintenance treatment of eligible patients suffering from opioid use disorder and fund other product development efforts, as well as to pursue potential corporate opportunities that may become available to us. In addition, we are contractually obligated to seek stockholder approval of an amendment to certificate of incorporation that will allow for the reservation of shares issuable upon exercise of common stock purchase warrants we issued in our January 2020 financing. Our available cash resources are sufficient to fund our operations only through the third quarter of this year. Accordingly, approval of the Amendment Proposal is critical to our ability to continue our business beyond such time.
Earlier this year, at both our annual meeting and a special meeting of stockholders, we sought to obtain approval of a reverse stock split primarily to meet the $1.00 minimum bid price requirement of Nasdaq Capital Market prior to the March 17, 2020 deadline, which, if successful, would have also resulted in the availability of sufficient authorized shares for the aforementioned purposes. We failed to receive the requisite stockholder approval; however, in light of our compliance with other listing criteria required by Nasdaq, we were granted a 180-day extension from Nasdaq, and together with Nasdaq’s accommodation to listed companies in the wake of the Coronavirus pandemic, now have until November 30, 2020 to meet the minimum bid price requirement . For this reason, our board of directors (the “Board”) has made the determination to only seek an increase in the number of authorized shares and not to seek approval of a reverse stock split at this time.
You are cordially invited to attend the meeting in person. However, to assure your representation at the meeting, please mark, sign, date and return the enclosed proxy as promptly as possible in the enclosed postage-prepaid envelope. If you attend the meeting you may vote in person, even if you returned a proxy.
Delaware law requires a majority of our outstanding shares to approve the Amendment Proposal. Please note, if your shares are held in street name, your broker, trust, bank or other nominee holder may elect not to vote your shares unless you direct the nominee holder how to vote by marking your form of proxy and returning it as instructed.
Your vote is important, no matter how many or how few shares you may own.
By Order of the Board of Directors,
Marc Rubin, M.D.
Executive Chairman of the Board
May 22, 2020