Titan Pharmaceuticals : Private Placement - Form 8-K

Item 3.02.

Unregistered Sale of Equity Securities.

On March 18, 2024, Titan Pharmaceuticals, Inc. (the "Company") issued 54,132 shares of the Company's common stock, par value $0.001 (the "Common Stock") to Choong Choon Hau in connection with the conversion of the $500,000 unpaid principal amount and accrued interest of the Convertible Promissory Note between the Company and Mr. Hau (the "Convertible Note"). Pursuant to the terms of the Convertible Note, Mr. Hau was permitted to convert the unpaid principal amount and accrued interest thereof into shares of Common Stock at a conversion price of $9.32 per share at any time following the issuance date of August 8, 2023. Following the conversion of the Convertible Note, Mr. Hau owns approximately 241,531 shares of the Company's Common Stock, or approximately 26.4% of the shares outstanding.

The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 3(a)(9) of the Securities Act. The sale of the Convertible Note and the terms thereof were previously disclosed in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2024.