Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 14, 2022, the Company and David E. Lazar, the Company's Chief Executive Officer, entered into an Employment Agreement (the "Lazar Agreement"), pursuant to which the Company hired Mr. Lazar to serve as the Company's Chief Executive Officer, effective August 16, 2022.

Prior to being named Chief Executive Officer of the Company, Mr. Lazar, age 32, has served as the Chief Executive Officer of Custodian Ventures LLC, a company which specializes in assisting distressed public companies through custodianship, since February 2018, and Activist Investing LLC, an actively managed investment fund, since March 2018. Mr. Lazar served as Managing Partner at Zenith Partners International Inc., a boutique consulting firm, from July 2012 to April 2018.

Pursuant to the terms of the Lazar Agreement, Mr. Lazar will be paid a base salary of $406,000 per year, and will participate in the Company's equity incentive plan (the "Plan"). Due to the Company's current liquidity situation, approximately 70% of Mr. Lazar's compensation will be deferred until such time as the Compensation Committee determines that the Company has sufficient liquidity to pay the full salary. Mr. Lazar will be eligible to receive an annual bonus, with a target of fifty percent (50%) of his base salary. In addition, Mr. Lazar will be eligible for three performance bonuses on an annual basis, payable in (i) cash and/or (ii) restricted stock under the Plan, each equal to fifty percent (50%) of his base salary, which shall be dependent on the achievement by the Company of certain milestones. Furthermore, in the event of a Change of Control (as defined in the Lazar Agreement), the Company shall pay Mr. Lazar a bonus equal to three percent (3%) of the increased valuation of the surviving corporation resulting from such Change of Control. The foregoing summary is qualified in its entirety by reference to the Lazar Agreement attached hereto as Exhibit 10.1 and incorporated by reference.




Item 8.01. Other Events.

On December 15, 2022, the Company issued a press release announcing the Company's entry into a nonbinding letter of intent to acquire a leading developer of personal air and land vehicles specializing in urban air mobility. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d)   Exhibits




Exhibit No.   Description
10.1            Employment Agreement, dated December 14, 2022, between Titan
              Pharmaceuticals, Inc. and David E. Lazar.
99.1            Press Release of Titan Pharmaceuticals, Inc. dated December 15,
              2022.
104           Cover Page Interactive Data (embedded within the Inline XBRL
              document).




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