Titan Pharmaceuticals Announces Filing of Registration Statement for Proposed Business Combination with TalenTec Sdn. Bhd (Form 8-K)

Titan Pharmaceuticals Announces Filing of Registration Statement for Proposed Business Combination with TalenTec Sdn. Bhd.

NEW YORK, June 3, 2025 -- Titan Pharmaceuticals, Inc. (NASDAQ: TTNP) ("Titan" or the "Company") announced today the filing by Black Titan Corporation with the U.S. Securities and Exchange Commission ("SEC") of a registration statement on Form F-4 in connection with the proposed combination of Titan and TalenTec Sdn. Bhd. (f/k/a KE Sdn. Bhd.) ("TalenTec"), which includes Titan's preliminary proxy statement (the "Form F-4")

As previously announced on August 19, 2024, Titan and TalenTec have entered into a Merger and Contribution and Share Exchange Agreement (the "Merger Agreement") regarding a business combination, pursuant to which Titan will be combined with TalenTec in a "reverse merger" transaction (the "Business Combination").

The Form F-4 was filed by Black Titan Corporation, the holding company under which the businesses will combine, and is available through the SEC's website at www.sec.gov under the name "Black Titan Corporation." The registration statement has not been declared effective by the SEC and the information in the preliminary proxy statement/prospectus is not complete and may be changed.

The Business Combination is subject to approval by Titan stockholders and the satisfaction of other customary closing conditions and is expected to close in the third quarter of 2025 although there can be no assurance thereof.

Important Information About the Business Combination and Where to Find It

This communication is being made in respect of the proposed Business Combination transaction between Titan and TalenTec. The proposed transaction will be submitted to the stockholders of Titan for their consideration and approval. In connection with the proposed transaction, Black Titan Corporation has filed with the SEC a registration statement on Form F-4 that includes a preliminary proxy statement/prospectus (a "Proxy Statement/Prospectus"). After the registration statement has been declared effective by the SEC, a definitive Proxy Statement/Prospectus will be mailed to Titan's stockholders as of a record date to be established by Titan's board of directors for voting on the Business Combination. Titan may also file other relevant documents regarding the Business Combination with the SEC. Titan's stockholders and other interested persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus, in connection with Titan's solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the Business Combination, because these documents will contain important information about Titan, TalenTec and the Business Combination. Stockholders of Titan may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC, without charge, at the SEC's website located at www.sec.gov or by directing a request to: Titan's Chief Executive Officer at 10 East 53rd St., Suite 3001, New York, NY 10022.

Participants in the Solicitation

Titan, TalenTec and their respective directors, executive officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies of Titan's stockholders in connection with the potential transactions described herein under the rules of the SEC. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Titan's and TalenTec's officers and directors in the registration statement on Form F-4 to be filed with the SEC and will also be contained in the Proxy Statement/Prospectus relating to the proposed transactions when it is filed with the SEC. These documents may be obtained free of charge from the sources indicated above.