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Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. |X|
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. |_|
If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|
Pursuant to Rule 416 under the Securities Act of 1933, as amended, there are also being registered such additional shares of Common Stock as may become issuable pursuant to anti-dilution provisions upon exercise of the Class A Warrants.
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the Prospectus contained herein is a combined Prospectus relating to (A) Registration Statement No. 33-99386 pursuant to which the Company registered (i) 3,625,900
shares of Common Stock underlying Class A Warrants which were contained in the Units ("IPO Units") sold in the Company's initial public offering; (ii) 1,875,000 Class A Warrants and the 1,615,877 underlying shares of Common Stock for resale by certain selling securityholders; and (iii) unit purchase options to purchase up to 320,000 IPO Units and the underlying securities for a total fee of $11,701.50; and (B) this Registration Statement No. 333-13469 pursuant to which the Company registered 1,536,000 Class A Warrants and the 1,536,000 underlying shares of Common Stock for resale by certain selling securityholders for a total fee of $12,222.
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Subject to Completion - Dated September 16, 1999
Prospectus
7,031,986 Shares
TITAN PHARMACEUTICALS, INC.
Common Stock
We are offering:
o 3,620,986 shares underlying the class A warrants we issued in our initial public offering; and
o 3,411,000 shares underlying class A warrants we issued in two private placements which were subsequently sold into the public market by, or may in the future be sold by, the private placement investors.
If all of our currently outstanding class A warrants were exercised, we would receive gross proceeds of approximately $42.3 million, before deducting any solicitation fees which we may be required to pay. See "Plan of Distribution."
Our common stock and class A warrants are traded on the American Stock Exchange under the symbols TTP and TTP:WS, respectively. On September 14, 1999, the closing prices of the common stock and warrants were $12.75 and $6.6875, respectively. |