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TTNP > SEC Filings for TTNP > Form 8-K on 13-Nov-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Unregistered Sale of Equity

Item 1.01. Entry Into a Definitive Material Agreement.

On November 12, 2013, Titan Pharmaceuticals, Inc. (the "Company" or "Titan") and Braeburn Pharmaceuticals Sprl ("Braeburn") entered into a Stock Purchase Agreement (the "SPA") and a third amendment (the "Amendment") to the License Agreement dated December 14, 2012, as amended (the "License Agreement") to provide for a $5,000,000 equity investment by Braeburn in the Company and the modification of certain terms of the License Agreement, including the amount and timing of the approval and sales milestone payments thereunder.

Pursuant to the SPA, Titan will issue 6,250,000 shares of its common stock to Braeburn for an aggregate purchase price of $5,000,000, or $.80 per share, the closing price on November 11, 2013.

The Amendment provides for a reduction in the milestone payable to Titan upon approval of the Probuphine New Drug Application by the United States Food and Drug Administration from $45 million to $15 million and an increase in the total amount of potential sales milestones payable under the License Agreement from $130 million to $165 million. Furthermore, the sales level threshold for achievement of the highest royalty tier has been lowered. Braeburn has agreed to assume responsibility for all third party expenses relating to the current Probuphine regulatory approval process. The Amendment also contains a provision entitling Titan to receive a low single digit royalty on sales by Braeburn, if any, of other mid and long-term continuous delivery treatments for opioid dependence. Titan has the additional right to elect to receive a low single digit royalty on sales by Braeburn, if any, of other products in the addiction market in exchange for a similar reduction in the Company's royalties on Probuphine.

Copies of the SPA and the Amendment are attached hereto as Exhibit 10.1 Exhibit 10.2, respectively, and the description thereof contained in this Current Report on Form 8-K is qualified in its entirety by reference to such exhibit. A copy of the press release issued by the Company with respect to the Amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference,

Item 3.02. Unregistered Sales of Equity Securities.

As described more fully in Item 1.01 above, the Company entered into an SPA for the sale of 6,250,000 shares of its common stock to Braeburn for an aggregate purchase price of $5,000,000. The shares are being issued in a private transaction exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
10.1        Stock Purchase Agreement dated November 12, 2013 Titan
            Pharmaceuticals, Inc. and Braeburn Pharmaceuticals Sprl
10.2        Amendment dated November 12, 2013 to License Agreement dated December
            14, 2012 between Titan Pharmaceuticals, Inc. and Braeburn
            Pharmaceuticals Sprl *
99.1        Press Release, dated November 13, 2013.

* Confidential treatment has been requested with respect to portions of this exhibit.

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