Titan Pharmaceuticals, Inc. announced that it has entered into a definitive securities purchase agreement with new investor, Sire Group Ltd to issue 950,000 designated Series AA Convertible Preferred Stock shares at a price of $10 per share for the gross proceeds of $9,500,000 consisting of $5,000,000 in cash at closing and $4,500,000 in the form of a promissory note from Sire Group Ltd on September 13, 2023. The shares have a conversion price of $0.466. The transaction is expected to close on September 23, 2023.

The shares sold in the Private Placement do not involve a public offering and have not been registered under the Securities Act of 1933, as amended, in reliance on Regulation S thereunder. Based on the initial conversion rate, approximately 20,386,266 shares of common stock would be issuable upon conversion of all the shares of Series AA Preferred Stock, when issued, assuming the absence of in-kind dividends. The Series AA Preferred Stock will contain limitations that prevent the Investor from acquiring the lower of either the maximum percentage of common stock permissible under the rules and regulations of The Nasdaq Stock Market without first obtaining shareholder approval or 19.99% of the Company?s outstanding common stock.

The holder of the Series AA Preferred Stock is entitled to receive dividends on shares of the Series AA Preferred Stock equal to and in the same form as dividends actually paid on shares of the common stock. No other dividends will be paid on shares of the Series AA Preferred Stock. Any shares of Series AA Preferred Stock may, at the option of the holder, be converted at any time into that number of shares of common stock at the conversion price set forth above.

Without approval of holders of a majority of the outstanding Series AA Preferred Stock, the Company may not alter or adversely change the powers, preferences or rights given to the Series AA Preferred Stock, amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series AA Preferred Stock, increase the number of authorized shares of the Series AA Preferred Stock, enter into or consummate any Fundamental Transaction, or enter into any agreement with respect to any of the foregoing. In the event of any liquidation, dissolution or winding up of the Company, the holder of the Series AA Preferred Stock will be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of common stock would receive if the Series AA Preferred Stock were fully converted to common stock, which amounts shall be paid pari passu with all holders of common stock.