Item 1.01. Entry into a Material Definitive Agreement.

On October 27, 2020, Titan Pharmaceuticals, Inc. (the "Company" or "Titan") entered into an Asset Purchase Agreement (the "Agreement") with JT Pharmaceuticals, Inc. ("JT Pharma") to acquire JT Pharma's kappa opioid agonist peptide, JT-09, for use in combination with Titan's ProNeura® long-term, continuous drug delivery technology, for the treatment of chronic pruritus.

Under the terms of the Agreement, JT Pharma is entitled to receive from Titan (i) a $15,000 closing payment, (ii) future milestone payments, payable in cash or in stock, based on the achievement of regulatory milestones, and (iii) single-digit percentage earn-out payments on net sales of the product if successfully developed and approved for commercialization.

The closing of the Agreement is subject to customary closing conditions and Titan's completion of a financing with gross proceeds of at least $8,000,000.

A copy of the press release issued on October 28, 2020 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

The following exhibit is filed herewith:





Exhibit  Description
Number

  99.1     Press Release




  2

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