Filing Details

Accession Number:
0001829126-22-015968
Form Type:
13D Filing
Publication Date:
2022-08-16 20:00:00
Filed By:
Activist Investing Llc
Company:
Titan Pharmaceuticals Inc
Filing Date:
2022-08-17
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
DAVID E. LAZAR 3,331,402 359,066 3,331,402 359,066 3,690,468 25.2%
ACTIVIST INVESTING 359,066 359,066 359,066 2.5%
Filing

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 3)1

 

Titan Pharmaceuticals, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

888314606

(CUSIP Number)

 

DAVID E. LAZAR

Villa 1, 14-43rd Street

Jumeirah 2

Dubai, United Arab Emirates

(646) 768-8417

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 15, 2022

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

 
1The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

1

NAME OF REPORTING PERSONS

 

DAVID E. LAZAR

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☐

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO, PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Portugal, Israel

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

3,331,402

8

SHARED VOTING POWER

 

359,066

9

SOLE DISPOSITIVE POWER

 

3,331,402

10

SHARED DISPOSITIVE POWER

 

359,066

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,690,468

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

25.2%

14

TYPE OF REPORTING PERSON

 

IN

 

2

 

 

1

NAME OF REPORTING PERSONS

 

ACTIVIST INVESTING LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐

(b) ☐

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

 

- 0 -

8

SHARED VOTING POWER

 

359,066

9

SOLE DISPOSITIVE POWER

 

- 0 -

10

SHARED DISPOSITIVE POWER

 

359,066

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

359,066

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.5%

14

TYPE OF REPORTING PERSON

 

OO

 

3

 

 

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

 

Item 4.Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

As previously disclosed, on July 8, 2022, the Reporting Persons delivered a special meeting request letter to the Issuer in accordance with the Issuer’s Bylaws to call a special meeting of the Issuer’s stockholders (the “Special Meeting”) to expand the size of the Issuer’s Board of Directors (the “Board”) by six (6) members and elect Activist Investing’s slate of highly qualified nominees, Avraham Ben-Tzvi, Peter L. Chasey, Eric Greenberg, David E. Lazar, Matthew C. McMurdo and David Natan (collectively, the “Nominees”), to fill the resulting vacancies.

 

On August 15, 2022, the Special Meeting was duly called and held and the Issuer’s stockholders voted to approve the expansion of the size of the Board by six (6) members to eleven (11) directors in total and elect each of the Nominees to the Board.

 

Following the Special Meeting, the Board met to approve the appointment of Mr. Lazar as Interim Chairman and Chief Executive Officer of the Issuer. Mr. Lazar was also appointed to serve as Chair of the Strategic Committee established by the Board to lead the Issuer’s continuing review of strategic alternatives.

 

4

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 17, 2022

 

  ACTIVIST INVESTING LLC
   
  By:

/s/ David E. Lazar

    Name: David E. Lazar
    Title: Chief Executive Officer

 

  /s/ David E. Lazar
  DAVID E. LAZAR

 

5