UNITED STATES

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 of 1934

 

Date of Report (Date of Earliest Event Reported): October 3, 2014

 

Titan Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

0-27436		94-3171940
(Commission File Number)		(IRS Employer Identification No.)

  

400 Oyster Point Blvd., Suite 505, South San Francisco, CA 94080

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(Address of principal executive offices and zip code)

650-244-4990 

 

 

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(Registrant's telephone number including area code)

 

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(Registrant's former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01.  Other Events.

 

On October 3, 2014, Titan Pharmaceuticals, Inc. (the “Company”) issued a press release announcing the pricing of its public offering of 21,000,000 units at $0.50 per unit.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference

 

As a result of anti-dilution provisions contained in the Company’s outstanding Series A warrants to purchase 5,408,638 shares of common stock issued in the April 2012 private placement, the exercise price of such warrants will be reduced from $1.15 to $0.89 per share.

 

Item 9.01.  Financial Statement and Exhibits.

 

(d)  Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated October 3, 2014

 

 

SIGNATURES

 

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 thereunto duly authorized. 

 

	TITAN PHARMACEUTICALS, INC.
	By:	/s/ Sunil Bhonsle
		Name:	Sunil Bhonsle
		Title:	President

 

Dated: October 3, 2014