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Titan Pharmaceuticals, Inc. (NASDAQ:TTNP), a micro-cap pharmaceutical company with a market capitalization of $5.13 million and a notable year-to-date stock performance of 35%, announced that shareholders approved all six proposals presented at the company’s 2025 Annual Meeting held Monday at the offices of Olshan Frome Wolosky LLP in New York.
The meeting saw participation from approximately 54.21% of the company’s outstanding shares, with 495,640 shares voted in person or by proxy out of 914,234 eligible shares.
Shareholders elected all five director nominees to serve until the 2026 annual meeting: Avraham Ben-Tzvi, Brynner Chiam, Francisco Osvaldo Flores Garcia, Firdauz Edmin Bin Mokhtar, and Gabriel Loh. Each nominee received strong support, with vote totals ranging from 300,685 to 303,761 in favor.
Additionally, shareholders approved the issuance of more than 20% of the company’s common stock in a private placement transaction, with 280,752 votes for and 21,666 against.
The amendment to Titan’s Fourth Amended and Restated 2015 Omnibus Equity Incentive Plan also passed, increasing the total number of authorized shares and extending the plan’s term by five years.
Shareholders ratified Enrome LLP as the company’s independent auditor for the fiscal year ending December 31, 2025, with 476,200 votes in favor.
In advisory votes, shareholders approved the compensation of named executive officers and expressed preference for holding future advisory votes on executive compensation every two years rather than annually or every three years.
According to the SEC filing, the company will adopt the biennial schedule for "say-on-pay" votes until the Board determines a different frequency is appropriate.
In other recent news, Titan Pharmaceuticals has announced the conversion of preferred stock into common stock by two of its investors. According to a recent 8-K filing with the Securities and Exchange Commission, The Sire Group Ltd. converted 139,882 shares of Series AA Convertible Preferred Stock into 150,087 shares of common stock. This conversion was executed under a Securities Purchase Agreement from September 2023. Similarly, Blue Harbour Asset Management L.L.C-FZ converted 79,773 shares of Series B Convertible Preferred Stock into 265,913 shares of common stock, following an agreement from March 2025. Both conversions adhered to the terms outlined in their respective Certificates of Designations and were exempt from registration under Section 4(a)(2) of the Securities Act of 1933. The agreements include restrictions to prevent any investor from acquiring more than 19.99% of Titan’s outstanding common stock or exceeding Nasdaq’s permissible limits without shareholder approval. These developments were disclosed in a press release filed with the SEC.
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