Filing Details

 

 

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. 1)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)

 

June 7, 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.

 

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 (“Act”) 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

The 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.

 

 

 

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   1,398,133
	8	SHARED VOTING POWER   43,145
	9	SOLE DISPOSITIVE POWER   1,398,133
	10	SHARED DISPOSITIVE POWER   43,145
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,441,278
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.9%
14	TYPE OF REPORTING PERSON   IN

 

 

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   43,145
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   43,145
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   43,145
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1%
14	TYPE OF REPORTING PERSON   OO

 

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 2.

Identity and Background.

 

Items 2 (b), (c) and (f) are hereby amended and restated to read as follows:

 

(b) The principal business address of Activist Investing is 1185 Avenue of the Americas, 3rd Floor, New York, New York 10036. The principal business address of Mr. Lazar is Villa 1, 14-43rd Street, Jumeirah 2, Dubai, United Arab Emirates.

 

(c) The principal business of Activist Investing is actively investing in distressed public companies. Mr. Lazar is a private investor and the Chief Executive Officer of Activist Investing.

 

(f) Mr. Lazar is a citizen of Portugal and Israel.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:

 

The Shares purchased by Activist Investing were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in the open market, except as otherwise noted. The Shares purchased by Mr. Lazar were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in the open market, except as otherwise noted. The aggregate purchase price of the 43,145 Shares directly beneficially owned by Activist Investing is approximately $41,850, excluding brokerage commissions. The aggregate purchase price of the 1,398,133 Shares directly beneficially owned by David Lazar is approximately $981,489, excluding brokerage commissions.

 

Item 5.

Interest in Securities of the Issuer.

 

Items 5(a) – (c) are hereby amended and restated to read as follows:

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 14,629,217 Shares outstanding, which is the total number of Shares outstanding as of June 7, 2022, as disclosed to the Reporting Persons on June 7, 2022.

 

A.

Activist Investing

 

(a)

As of the close of business on June 8, 2022, Activist Investing directly beneficially owned 43,145 Shares.

 

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 43,145 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 43,145

 

 

B.

Mr. Lazar

 

(a)

As of the close of business on June 8, 2022, Mr. Lazar directly beneficially owned 1,398,133 Shares. Mr. Lazar, as the sole member and Chief Executive Officer of Activist Investing, may be deemed the beneficial owner of the 43,145 Shares owned by Activist Investing.

 

Percentage: Approximately 9.9%

 

(b)

1. Sole power to vote or direct vote: 1,398,133 2. Shared power to vote or direct vote: 43,145 3. Sole power to dispose or direct the disposition: 1,398,133 4. Shared power to dispose or direct the disposition: 43,145

 

(c)

The transactions in the Shares by the Reporting Persons since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

 

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

 

 

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: June 9, 2022

 

	ACTIVIST INVESTING LLC
	By:	/s/ David E. Lazar
		Name:	David E. Lazar
		Title:	Chief Executive Officer

 

	/s/ David E. Lazar
	DAVID E. LAZAR

 

 

SCHEDULE A

 

Transaction in the Shares Since the Filing of the Schedule 13D

 

Nature of Transaction		Shares Purchased		Price Per Share($)		Date of Purchase
DAVID E. LAZAR
Purchase of Common Stock		72,000		0.40941		06/06/2022
Purchase of Common Stock		475,000		0.44402		06/07/2022
Purchase of Common Stock		205,000		0.52663		06/08/2022

 

1

Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $0.4086 to $0.4096, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.

2

Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $0.4041 to $0.4770, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.

3

Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $0.4732 to $0.5800, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.