SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act 1934
Date of Report: October 15, 2003
Titan Pharmaceuticals, Inc.
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(Exact name of registrant as specified in charter)
Delaware
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(State or other jurisdiction of incorporation)
0-27436 94-3171940
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(Commission File Number) (IRS Employer Identification No.)
400 OYSTER POINT BLVD., SUITE 505, SOUTH SAN FRANCISCO, CALIFORNIA 94080
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 244-4990
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Item 5. OTHER EVENTS
On October 15, 2003, we entered into a merger agreement pursuant to
which a wholly-owned subsidiary of ours was merged with and into Developmental
Therapeutics, Inc. ("DTI"), a privately-held Delaware corporation which has the
exclusive worldwide license to a U.S. patent covering 3,4-diiodothyropropionic
acida or DITPA, a thyroid hormone analogue for the treatment of congestive heart
failure. Titan acquired 100% of the fully-diluted capital stock of DTI in
exchange for 1,187,500 shares of our common stock (the "First Shares") and a
cash payment of $171,250. An additional 750,000 shares of common stock (the
"Contingent Shares") will be issued if any of the following events occur within
five years from the effective date of the merger: positive scientific results
from a pivotal clinical trial incorporating the DTI product, (ii) our entering
into an agreement with a third party to market or sell the DTI product in a
Major Territory (as defined in the agreement), (iii) the acceptance of an NDA
with any regulatory agency of any country incorporating the DTI product or (iv)
a change of control of Titan or our acquisition subsidiary.
We have agreed to file a registration statement covering the resale of
the First Shares under the Securities Act of 1933, as amended, within 180 days
from the effective date of the merger and to use our best efforts to cause such
registration statement to be declared effective within 60 days thereafter. We
have agreed to file a registration statement covering the resale of the
Contingent Shares within 180 days after issuance.
Reference is made to the related press release filed as Exhibit 20.1
hereto, which is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
20.1 Press Release dated October 16, 2003
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TITAN PHARMACEUTICALS, INC.
By: /S/ LOUIS R. BUCALO
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Louis R. Bucalo, M.D., Chairman,
President and Chief Executive Officer
Dated: October 16, 2003
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