SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 24, 2000
Titan Pharmaceuticals, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-27436 94-3171940
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
400 Oyster Point Blvd., Suite 505,
South San Francisco, California 94080
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (650) 244-4990
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On February 24, 2000, the Registrant entered into definitive purchase
agreements for the sale of an aggregate of 1,200,000 shares of Common Stock to
institutional investors for net proceeds of approximately $38.9 million, after
deducting fees and commissions and other expenses of the offering (the
"Offering"). Deutsche Bank Securities (DB Alex. Brown) acted as placement agent
for the transaction.
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 30 days.
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 February 25, 2000
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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 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: February 25, 2000
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[LOGO] Titan Pharmaceuticals Inc.
Exhibit 20.1
Company: Investors: Media:
Louis R. Bucalo, M.D. Wendi B. Green Sarah O'Connell
Chairman, CEO & President Account Executive Account Executive
Titan Pharmaceuticals, Inc. Ruder Finn, Inc. Ruder Finn, Inc.
Tel: 650-244-4990 Tel: 212-593-6374 Tel: 212-583-2722
FOR IMMEDIATE RELEASE
TITAN ANNOUNCES $41 MILLION PRIVATE PLACEMENT
South San Francisco, CA- February 25, 2000 - Titan Pharmaceuticals,
Inc. (AMEX: TTP) today announced that it has entered into definitive purchase
agreements for the sale of 1.2 million shares of newly issued common stock to
selected institutional investors for $41.4 million. The purchase price is $34.50
per share. Following completion of this private placement, the Company will have
approximately 24.1 million shares outstanding. The Company expects to file a
registration statement on Form S-3 within 30 days after closing of the
transaction for purposes of registering the shares of common stock issued in the
private placement.
Titan stated that it expects to use the net proceeds of the offering
for working capital and general corporate purposes. Proceeds may also be used to
license or acquire additional therapeutic product opportunities.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security. The shares have not been
registered under the Securities Act of 1933 or applicable state securities laws
and may not be offered or sold in the United States absent registration under
the Securities Act and applicable state securities laws or an applicable
exemption from the registration requirements.
Titan Pharmaceuticals, Inc. is a biopharmaceutical company
developing proprietary therapeutics for the treatment of central nervous system
disorders, cancer, and other serious and life threatening diseases.
The press release may contain "forward-looking statements"within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such statements include, but are not limited to, any
statements relating to the Company's development program and any other
statements that are not historical facts. Such statements involve risks and
uncertainties, including, but not limited to, those risks and uncertainties
relating to difficulties or delays in development, testing, regulatory approval,
production and marketing of the Company's drug candidates, unexpected adverse
side effects or inadequate therapeutic efficacy of the Company's drug candidates
that could slow or prevent product markets, the uncertainty of patent protection
for the Company's intellectual property or
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trade secrets and the Company's ability to obtain additional financing if
necessary. Such statements are based on management's current expectations, but
actual results may differ materially due to various factors, including those
risks and uncertainties mentioned or referred to in this press release.
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