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: July 20, 2000
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 July 11, 2000, the Registrant entered into an agreement and plan of
merger pursuant to which a wholly-owned subsidiary of the Registrant will merge
with and into GeoMed, Inc. (GeoMed"), a privately-held California corporation
which has the exclusive worldwide license to certain patents relating to gallium
maltolate, a semi-metallic element known to concentrate in malignant tumors and
sites of infection. The completion of the acquisition is subject to customary
closing conditions.
The Registrant will acquire 100% of the fully diluted capital stock of
GeoMed in exchange for 93,590 shares of the Registrant's common stock. An
additional 66,850 shares of the Registrant will be issued to the sellers if
Registrant receives written notification indicating the approval by the Federal
Drug Administration of any one of the products acquired from GeoMed for sale in
the United States within 10 years from the closing of the Merger.
The Company has agreed to use its best efforts to file a registration
statement covering the resale of the shares under the Securities Act of 1933, as
amended, within six months.
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 July 20, 2000
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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: July 20, 2000
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