Titan Pharmaceuticals Proxy Filing

TL;DR

Titan Pharma filed proxy docs, no fee, standard stuff.

AI Summary

Titan Pharmaceuticals, Inc. filed a DEFA14A on August 22, 2025, regarding its proxy statement. The filing indicates that no fee was required for this submission, and it was filed as definitive additional materials. The company's principal executive offices are located at 400 Oyster Point Blvd, Suite 505, San Francisco, CA 94080.

Why It Matters

This filing is a routine proxy statement update, providing shareholders with information related to corporate governance and upcoming decisions, though no specific proposals are detailed in this excerpt.

Risk Assessment

Risk Level: low — This filing is a standard DEFA14A proxy statement and does not contain information indicating significant new risks.

Key Players & Entities

• Titan Pharmaceuticals, Inc. (company) — Registrant
• 400 Oyster Point Blvd, Suite 505, San Francisco, CA 94080 (location) — Company Address

FAQ

Key Financial Figures

• $6,000,000 — res to be purchased thereunder to up to $6,000,000. The Registration Statement is amended
• $3.57 — eferred Shares at a conversion price of $3.57 (based on 85% of the closing price of T
• $4,000,000 — SPA ”) for the purchase of up to $4,000,000 of Series A convertible preferred share
• $0.001 — rtible preferred shares of the Company, $0.001 par value per share with a stated value
• $1,000 — value per share with a stated value of $1,000 per share (the “ Series A Preferr
• $10.00 — Series B Preferred Stock, at a price of $10.00 per share, for an aggregate purchase pr
• $1,000,000 — are, for an aggregate purchase price of $1,000,000. The terms, rights, obligations and pre
• $3 — by (ii) the initial conversion price of $3.00, subject to specified adjustments as
• $3.40 — referred Stock at a conversion price of $3.40; on June 26, 2025, TTNP and a financial
• $600,000 — tock for an aggregate purchase price of $600,000. The shares of TTNP Series C Preferred

Filing Documents

• formdefa14a.htm (DEFA14A) — 524KB
• 0001641172-25-025165.txt ( ) — 525KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 Titan Pharmaceuticals, Inc. (Name of Registrant as Specified In Its Charter) (Name of Persons(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 EXPLANATORY NOTE On July 22, 2025, Titan Pharmaceuticals, Inc. (“Titan”) filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission in connection with its Special Meeting of Stockholders to be held on August 26, 2025 (the “Special Meeting”) for purposes of approving a business combination transaction. On August 22, 2025, Black Titan Corporation (“Black Titan”) filed a supplement updating information in the proxy statement/prospectus included in the registration statement on Form F-4, Registration No. 333-287709. Titan is hereby filing this supplement (the “Supplement”) to the Proxy Statement in order to incorporate the supplement filed by Black Titan. Except as specifically supplemented by the information contained below, all information set forth in our Proxy Statement remains unchanged. You should refer to the full Proxy Statement for complete details regarding the Special Meeting and each of the proposals. Filed pursuant to Rule 424(b)(3) Registration No. 333-287709 Proxy To Proxy Statement/Prospectus dated July 22, 2025 SUPPLEMENT TO PROXY STOCKHOLDERS OF TITAN PHARMACEUTICALS, INC. AND PROSPECTUS FOR UP TO 7,210,800 ORDINARY SHARES OF BLACK TITAN CORPORATION This supplement updates information in the proxy statement/prospectus, dated July 22, 2025, included in the registration statement on Form F-4, Registration No. 333-287709 (the “ Registration Statement ”), filed by Black Titan Corporation, f/ka/ BSKE Ltd., a Cayman Islands exempted company limited by shares (“ PubCo ” or “ Black Titan ”). Black Titan filed the Registration Statement, and Titan Pharmaceuticals, Inc., a Delaware corporation (“ Parent ” or “ TTNP ”) filed a proxy statement, in connection with a special meeting of holders of TTNP Common Stock scheduled to be held August 26, 2025 (the “ Special Meeting ”). At the Special Meeting, holders of TTNP Common Stock are being asked to vote to approve a Merger and Contribution and Share Exchange Agreement, dated August 19, 2024, by and among Black Titan, TTNP, TTNP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Black Titan, and TalenTec Sdn. Bhd., f/k/a KE Sdn. Bhd., a Malaysia private limited company, the Business Combination contemplated thereby, and related proposals. The proxy statement/prospectus provides detailed information about the Business Combination and other matters to be considered at the Special Meeting. You are encouraged to carefully read the entire document, including the annexes, as well as this supplement and Supplement No. 1 and Supplement No. 2. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page 41 of the proxy statement/prospectus. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE PROXY STATEMENT/PROSPECTUS OR THIS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE. This supplement to the proxy statement/prospectus is dated August 22, 2025. Amendment to PIPE Securities Purchase Agreement On August 21, 2025, the Black Titan Series A Convertible Preferred Shares (“ Series A Preferred Shares ”) Securities Purchase Agreement was amended to increase the amount of Series A Preferred Shares to be purchased thereunder to up to $6,000,000. The Registration Statement is amended accordingly, as follows: Page 11 The table on page 11 and the notes thereto are replaced with the following: Security Holders TTNP Pre-Merger Shares Outstanding % of Outstanding PubCo Post-Me

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View this DEFA14A filing on SEC EDGAR