UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) ~~OF THE~~of

~~SECURITIES~~The ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of Report ~~(Date of earliest event reported)~~: June 316, 2025

~~Titan Pharmaceuticals, Inc.~~(~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified in its charter~~reported)

Delaware		001-13341		94-3171940
(State or other jurisdictionof incorporation)		(Commission File Number)		(I.R.S. EmployerIdentification No.)

TITAN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)

10 East 53rd St., Suite 3001, New York, NY	10022
Delaware	001-13341	94-3171940
(Address of principal executive offices)	(Zip Code)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

10 East 53rd St., Suite 3001, New York, NY 10022

(Address of principal executive offices, including zip code)

(786) 769-7512
(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the ~~Securities Exchange~~ Act ~~of 1934~~:

Title for each class	Trading Symbol(s)	Name of each exchange on which registered
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	TTNP	Nasdaq Capital Market
Common Stock, par value $0.001 per share	TTNP	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

~~On June~~The 3, 2025, Annual Meeting of Stockholders (the “Annual Meeting”) of Titan Pharmaceuticals, Inc. (~~“TTNP” or~~ the “Company”) ~~issued~~was aheld ~~press~~pursuant ~~release~~to ~~announcing~~notice ~~the filing~~on ~~with~~June ~~the~~16, ~~U.S.~~2025 ~~Securities~~at ~~and~~the ~~Exchange~~offices ~~Commission~~of ~~(“SEC”)~~Olshan ofFrome aWolosky ~~registration~~LLP ~~statement~~located onat ~~Form F-4, which contains~~1325 aAvenue ~~preliminary~~of ~~proxy~~the ~~statement/prospectus~~Americas, ~~regarding~~15th ~~the~~Floor, ~~proposed~~New ~~combination~~York, ~~(the~~New ~~“Business~~York ~~Combination”)~~10019. As of the ~~businesses~~ ofrecord ~~the~~date, ~~Company~~there ~~and~~were ~~TalenTec~~914,234 ~~Sdn.~~shares ~~Bhd.~~of ~~(f/k/a~~common KEstock ~~Sdn.~~outstanding ~~Bhd.)~~and ~~(“TalenTec”).~~entitled ~~The~~to ~~registration~~vote ~~statement containing~~at the ~~preliminary~~Annual ~~proxy~~Meeting. ~~statement/prospectus~~The ~~was~~total ~~filed~~number byof ~~Black~~shares ~~Titan~~of ~~Corporation,~~common ~~the~~stock ~~new~~voted ~~holding~~in ~~company~~person ~~under~~or ~~which~~by ~~the businesses~~proxy ~~will~~at ~~combine,~~the ~~and~~Annual isMeeting ~~available~~was ~~through~~495,640 ~~the~~shares, ~~SEC’s~~representing ~~website~~approximately ~~at www~~54.~~sec.gov~~21% ~~under~~of the ~~company~~shares ~~name~~of ~~“Black~~common ~~Titan Corporation.”~~stock ~~The~~outstanding ~~press~~and ~~release~~entitled isto ~~attached~~vote ~~hereto~~at asthe ~~Exhibit~~Annual 99Meeting.1.

~~Important Information~~Each ~~About~~director ~~the~~nominee ~~Business~~was ~~Combination~~elected and ~~Where~~each other matter submitted to ~~Find~~a Itvote of the Company’s stockholders at the Annual Meeting, as described below, was approved by the requisite vote of the Company’s stockholders. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below. The proposals are described in detail in the Proxy Statement, and are incorporated herein by reference.

~~This communication~~Proposal is1 – ~~being made in respect of the proposed Business Combination transaction between TTNP and TalenTec.~~ The ~~proposed~~election ~~transaction will be submitted to the stockholders~~ of ~~TTNP~~five ~~for their consideration and approval. In connection with the proposed transaction~~directors, Black Titan Corporation has filed with the SEC a registration statement on Form F-4 that includes a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). After the registration statement has been declared effective by the SEC, a definitive Proxy Statement/Prospectus will be mailed to ~~TTNP’s~~serve ~~stockholders~~until ~~as of a record date to be established by TTNP’s board of directors for voting on~~ the ~~Business Combination. TTNP may also file other relevant documents regarding the Business Combination with the SEC. TTNP~~Company’s ~~stockholders~~ ~~and~~2026 ~~other~~annual interested persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus, in connection with TTNP’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the Business Combination, because these documents will contain important information about TTNP, TalenTec and the Business Combination. Stockholders of TTNP may also obtain a copy of the preliminary or ~~definitive~~until ~~proxy~~their ~~statement,~~successors ~~once~~are ~~available,~~duly aselected ~~well as other documents filed with the SEC regarding the Business Combination~~ and ~~other documents filed with the SEC, without charge, at the SEC’s website located at www~~qualified.~~sec.gov or by directing a request to: TTNP’s Chief Executive Officer at 10 East 53rd St., Suite 3001, New York, NY 10022.~~

Participants in the Solicitation

Director Nominee	Votes For	Votes Withheld
Avraham Ben-Tzvi	302,105	7,955
Brynner Chiam	303,761	6,299
Francisco Osvaldo Flores Garcia	300,685	9,375
Firdauz Edmin Bin Mokhtar	303,672	6,388
Gabriel Loh	303,746	6,314

~~TTNP, TalenTec~~Proposal ~~and~~2 – ~~their~~Approval ~~respective directors, executive officers and other members~~ of ~~their management and employees may be deemed to be participants in~~ the ~~solicitation~~issuance of ~~proxies~~more ofthan ~~TTNP’s~~20% ~~stockholders in connection with the potential transactions described herein under the rules~~ of the ~~SEC. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of TTNP~~Company’s ~~and~~common ~~TalenTec’s~~stock ~~officers~~pursuant ~~and directors in the registration statement on Form F-4~~ to bea ~~filed~~private ~~with~~placement ~~the~~transaction ~~SEC~~for ~~and~~purposes ~~will also~~of becomplying ~~contained in the Proxy Statement/Prospectus relating to the proposed transactions when it is filed~~ with ~~the~~Nasdaq ~~SEC.~~Listing ~~These~~Rules ~~documents may~~5635(b) beand ~~obtained free of charge from the sources indicated above~~5635(d).

Forward-Looking Statements

Votes For	Votes Against	Abstentions
280,752	21,666	7,642

~~The disclosure~~Proposal ~~herein may contain “forward-looking statements” within the meaning of Section~~3 ~~27A~~– ofApproval ~~the Securities Act~~ of ~~1933~~ ~~and~~an ~~Section 21E~~amendment ofto the Securities Exchange Act of 1934. Such statements involve risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from managementCompany’s ~~current~~Fourth ~~expectations~~Amended ~~include, without limitation, TTNP’s expectations with respect to future performance, ability to consummate the Business Combination~~ and ~~ability~~Restated to2015 ~~recognize~~Omnibus ~~the~~Equity ~~anticipated~~Incentive ~~benefits~~Plan of (the ~~Business~~“2015 ~~Combination;~~Plan”) ~~costs related~~ to ~~the~~(i) ~~proposed~~increase ~~Business Combination;~~ the ~~satisfaction~~total ofnumber ~~the closing conditions to the Business Combination; the timing~~ of ~~the~~shares ~~closing,~~authorized iffor ~~any, of~~issuance ~~the~~thereunder ~~Business Combination; global economic conditions; geopolitical events~~ and ~~regulatory~~(ii) ~~changes;~~extend ~~and other risks and uncertainties indicated from time to time in filings with~~ the ~~SEC.~~term ~~Additional information concerning these and other risk factors is contained in TTNP’s most recent filings with the SEC and will be contained in the Form F-4 and other filings to be filed as result~~ of the ~~transactions~~2015 ~~described above.~~Plan Weby ~~expressly~~an ~~disclaim~~additional ~~any~~five obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by lawyears.

No Offer or Solicitation

Votes For	Votes Against	Abstentions
281,463	20,676	7,921

~~This Current~~Proposal ~~Report~~4 – onThe ~~Form~~ratification ~~8-K shall not constitute an offer to sell, or a solicitation~~ of anEnrome ~~offer~~LLP toas ~~buy, or a recommendation to purchase, any securities in any jurisdiction, or~~ the ~~solicitation~~Company’s ofindependent ~~any~~auditors ~~vote,~~for ~~consent or approval in any jurisdiction in connection with~~ the ~~Business Combination,~~fiscal ~~nor~~year ~~shall~~ending ~~there~~December ~~be any sale~~31, ~~issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction~~2025. This Current Report on Form 8-K does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.

Votes For	Votes Against	Abstentions
476,200	9,018	10,422

~~Item~~Proposal ~~9.01.~~5 ~~Financial~~– ~~Statements~~The ~~and~~advisory ~~Exhibits~~(non-binding) approval of the compensation of the Company's named executive officers.

(d) Exhibits.

Votes For	Votes Against	Abstentions
272,994	22,536	14,530

Exhibit Number		Description
99.1		Press Release of Titan Pharmaceuticals, Inc. dated June 3, 2025.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

Proposal 6 – Approval, on a non-binding advisory basis, of the frequency of future advisory votes on executive compensation.

Every 1 Year	Every 2 Years	Every 3 Years	Abstentions
50,520	255,240	2,840	1,460

After taking into consideration the foregoing voting results and the prior recommendations of the Board of Directors, the Company will hold an advisory “say-on-pay” vote every two years in connection with its annual meeting of stockholders until the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interest of the Company.

For Proposals 1, 2, 3, 5 and 6, broker non-votes amounted to 185,580.

~~SIGNATURE~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant~~(d) ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Exhibits

	Titan Pharmaceuticals, Inc.
Exhibit Number		Description
Dated: June 3, 2025	By:	/s/ Chay Weei Jye
104		Cover Page Interactive Data (embedded within the Inline XBRL document).
		Name:	Chay Weei Jye
		Title:	Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TITAN PHARMACEUTICALS, INC.

	By:	/s/ Chay Weei Jye
		Chay Weei Jye
		Chief Executive Officer

Date: June 18, 2025

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