Item 1.01. Entry into a Material Definitive Agreement.

On October 25, 2020, Titan Pharmaceuticals, Inc. (the "Company" or "Titan") entered into a Debt Settlement and Release Agreement (the "Agreement") with Molteni & C. dei F.lli Alitti Società di Esercizio S.p.A ("Molteni) and Horizon Credit LLC II ("Horizon") pursuant to which the parties agreed to settle all of Titan's obligations under the Amended and Restated Venture Loan and Security Agreement dated as of March 21, 2018, as amended (the "Loan Agreement").

Under the terms of the Agreement, Molteni and Horizon agreed to settle the approximately $5,200,000 of outstanding indebtedness ($4,000,000 principal amount and approximately $1,200,000 in final payments) in exchange for the payment by Titan of $1,600,000 in cash, the transfer of certain Probuphine assets to Molteni, including the manufacturing equipment located at DPT Laboratories, Inc., certain inventory and non-U.S. Probuphine intellectual property, and the termination of Titan's rights to future payments under the Asset Purchase, Supply and Support Agreement by and between Titan and Molteni.

The closing of the Settlement Agreement is subject to customary closing conditions and Titan's completion of a financing that will enable it to make the cash payments thereunder.

The Settlement Agreement and a copy of the press release issued on October 26, 2020 are attached to this Current Report on Form 8-K as Exhibits 10.1 and 99.1, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

The following exhibit is filed herewith:





Exhibit  Description
Number
  10.1     Debt Settlement and Release Agreement
  99.1     Press Release




                                       2

© Edgar Online, source Glimpses