Titan Pharmaceuticals, Inc. (NASDAQ: TTNP) has successfully completed two strategic private placements with Blue Harbour Asset Management L.L.C-FZ, raising a combined $1.6 million through convertible preferred stock offerings. The transactions, completed in April and June 2025, represent a significant capital infusion for the pharmaceutical company's ongoing development programs.
Dual Financing Structure
The first placement, announced in April 2025, involved the issuance of 100,000 shares of newly designated Series B Convertible Preferred Stock for $1 million, with a conversion price set at $3.00 per share. Two months later, Titan completed a second placement of 60,000 shares of Series C Convertible Preferred Stock for $600,000, featuring a higher conversion price of $3.40 per share.
Both transactions were structured as private placements under Regulation S of the Securities Act of 1933, avoiding the need for public registration while providing Titan with immediate access to capital.
Strategic Ownership Protections
A key feature of both preferred stock series is the inclusion of beneficial ownership conversion "blockers" designed to prevent excessive dilution. These provisions restrict Blue Harbour from acquiring more than the lower of either the maximum percentage of common stock permissible under Nasdaq rules without shareholder approval or 19.99% of the company's outstanding common stock.
This structure allows Titan to access needed capital while maintaining control over its ownership structure and compliance with exchange regulations.
Registration Rights and Advisory Support
Concurrent with both placements, Titan and Blue Harbour entered into registration rights agreements providing certain registration rights upon the occurrence of specific triggering events. ARC Group Ltd. served as the sole financial advisor to Titan in both transactions, facilitating the strategic partnership between the companies.
Development Focus and Risk Considerations
The funding comes as Titan continues to advance its product development programs, with the company acknowledging various risks and uncertainties in its forward-looking statements. These include challenges related to capital raising, regulatory approval processes, and the development, testing, production, and marketing of drug candidates.
Titan's Chief Executive Officer Chay Weei Jye emphasized the importance of these strategic investments in supporting the company's ongoing pharmaceutical development initiatives. The company has filed detailed information regarding both agreements in 8-K forms with the Securities and Exchange Commission, providing transparency for investors and stakeholders.
