Form 4: Titan Director Exits Holdings Post-Merger

Titan Pharmaceuticals director Avraham Ben-Tzvi reported the disposition of all his common stock and options following the merger with Black Titan Corporation.

Summary

• Avraham Ben-Tzvi, a Director of Titan Pharmaceuticals Inc. (TTNP), reported changes in his beneficial ownership of the company's securities.
• On October 1, 2025, Mr. Ben-Tzvi disposed of 3,313 shares of Titan common stock.
• This disposition was executed pursuant to the Merger and Contribution and Share Exchange Agreement, dated August 19, 2024, between Titan, Black Titan Corporation, TTNP Merger Sub, Inc., and TalenTec Sdn. Bhd.
• Each share of Titan common stock was exchanged for one ordinary share of Black Titan common stock on the effective date of the merger.
• Following this transaction, Mr. Ben-Tzvi beneficially owns 0 shares of Titan common stock.
• Additionally, on October 1, 2025, Mr. Ben-Tzvi disposed of 1,250 options to purchase common stock, originally issued under Titan's 2015 Omnibus Equity Incentive Plan with an exercise price equal to the closing price on August 15, 2022.
• He also disposed of 5,000 options to purchase common stock, issued under the same plan with an exercise price equal to the closing price on September 15, 2022.
• These options were assumed by Black Titan in the merger and exchanged for one Black Titan option for each Titan option.
• Following these transactions, Mr. Ben-Tzvi beneficially owns 0 derivative securities of Titan.

Sentiment

Score: 5

Explanation: The filing is a factual report of an insider's change in beneficial ownership due to a merger, providing no inherent positive or negative sentiment regarding company performance.

Future Outlook

The filing does not provide any forward-looking statements or guidance, as it is a report of past transactions related to a completed merger.

Industry Context

This filing reflects the final stages of a corporate merger, a common strategic move in the pharmaceutical industry for consolidation, market expansion, or asset realignment. The exchange of shares and options for those of the acquiring entity (Black Titan Corporation) is a standard procedure following such transactions.

Stakeholder Impact

• Shareholders of Titan Pharmaceuticals Inc. have had their shares exchanged for shares in Black Titan Corporation as a result of the merger.
• Holders of Titan stock options have had their options assumed and exchanged for Black Titan options.

Key Dates

Keywords

Titan Pharmaceuticals, TTNP, Black Titan Corporation, Merger, Insider Transaction, Beneficial Ownership, SEC Form 4, Stock Options, Corporate Action