Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 4, 2023, Titan Pharmaceuticals, Inc. (the "Company") received a notice (the "Notice") from the Nasdaq Listing Qualifications Staff of The Nasdaq Capital Market ("Nasdaq") that the Company is in noncompliance with Listing Rules 5620(a) and 5810(c)(2)(G) as a result of its failure to hold an annual shareholder meeting within twelve months of the December 31, 2021 fiscal year end. The Notice has no immediate effect on the Company's listing on the Nasdaq Capital Market. The Company now has 45 days to submit a plan to regain compliance. If that plan is accepted by Nasdaq, then the Company may be granted an exception of up to 180 calendar days from the date of its December 31, 2022 fiscal year end, or until June 29, 2023, to regain compliance. The Company's failure to regain compliance with standards for continued listing would result in the ultimate de-listing of its common stock from Nasdaq. In response to the Notice, the Company intends to schedule an annual meeting of shareholders and to submit a plan designed to regain compliance in accordance with the requirements of the Notice and the Nasdaq listing standards.

Item 9.01. Financial Statements and Exhibits.





(d)    Exhibits



Exhibit No.   Description
    104       Cover Page Interactive Data (embedded within the Inline XBRL document).




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