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Titan Pharmaceuticals' Nasdaq Compliance: Challenges and Solutions

Wesley ParkWednesday, Nov 27, 2024 4:14 pm ET
4min read
Titan Pharmaceuticals, Inc. (TTNP) recently faced two Nasdaq notices, 5250 and 5605, for non-compliance with listing requirements. The 5250 notice was due to the delayed filing of the Q3 Form 10-Q, while the 5605 notice highlighted issues with the audit committee following the appointment of Brynner Chiam as Acting Principal Executive Officer and Acting Principal Financial Officer. This article delves into the challenges Titan Pharmaceuticals faces and the steps it's taking to address these issues.

The 5250 notice requires Titan to submit a plan to regain compliance within 60 calendar days, with the potential for a 180-day extension. To address this, Titan is working diligently to file the overdue Q3 Form 10-Q as soon as possible. If the company fails to meet the deadline, it will submit a plan outlining steps to promptly file the report. This plan should detail any obstacles faced and a clear path to resolution. Additionally, Titan has received a 5605 notice for not complying with Nasdaq's audit committee requirements. To address this, Titan plans to appoint an additional independent director to its Board of Directors and Audit Committee before the end of the provided cure periods.

The strategic decision to merge with KE Sdn. Bhd. has created uncertainty and potential delays in Titan's financial reporting, contributing to Nasdaq compliance issues. The Merger Agreement requires a share exchange agreement with KE shareholders, which could result in additional complexities and time-consuming processes. Despite these challenges, Titan is committed to addressing its listing issues promptly and effectively.



Titan Pharmaceuticals' recent compliance issues with Nasdaq can be partly attributed to changes in management and board composition. In October 2023, Dato' Seow Gim Shen and Brynner Chiam were appointed to the Board of Directors, replacing previous members. This shift in leadership may have contributed to the Company's struggle to meet listing requirements, as indicated by the 5250 Notice for failing to file its Quarterly Report on Form 10-Q. Additionally, the 5605 Notice highlighted that the Company no longer complies with Nasdaq's audit committee requirements, likely due to the change in board composition.

The recent appointment of an additional independent director to the Board of Directors and the Audit Committee demonstrates Titan Pharmaceuticals' commitment to maintaining its listing on Nasdaq. This proactive approach, coupled with the company's efforts to file the Q3 Form 10-Q, shows Titan's dedication to addressing its listing issues promptly and effectively.



Titan Pharmaceuticals faces potential consequences if it fails to address the 5250 and 5605 notice issues. While it has 60 days to submit a plan to regain compliance with the 5250 rule regarding the late filing of its Q3 Form 10-Q, continued non-compliance may lead to delisting from Nasdaq. The 5605 notice requires the company to appoint an additional independent director to the Board of Directors and the Audit Committee within a specified cure period. Failure to comply with either notice may result in Nasdaq delisting Titan's stock.

To maintain its listing status, Titan may consider alternative actions such as accelerating the filing of its Q3 Form 10-Q, promptly appointing the required independent director, or seeking a review by Nasdaq's Listing Qualifications Department. By addressing these issues transparently and effectively, Titan Pharmaceuticals can rebuild investor confidence and ensure long-term stability.

In conclusion, Titan Pharmaceuticals faces Nasdaq compliance challenges due to changes in management, board composition, and strategic decisions. By taking proactive steps to address these issues, Titan is committed to maintaining its listing status and ensuring long-term stability. Investors should closely monitor Titan's progress in addressing these challenges and consider its long-term potential.
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