Titan Pharmaceuticals, Inc. has signed a merger, contribution, and contribution and share exchange agreement, regarding a business combination with KE Sdn. Bhd. (KE).

The merger agreement was approved by Titan’s board of directors.

Dato’ Seow Gim Shen, Chairman of the Board and Chief Executive Officer of Titan, is the holder of 47.4 percent of the outstanding shares of KE. In addition, Seow is the sole stockholder of The Sire Group Ltd. (Sire), which is the holder of Series AA Preferred Stock currently convertible into 150,087 shares of Titan common stock. Upon completion of the merger, the existing security holders of KE and Titan (excluding Sire and current Titan directors and officers) expect to own approximately 86.7 percent and 13.3 percent, respectively, of the outstanding shares of the combined company.

It is expected that Seow will own 48.9 percent of the outstanding shares of the combined company following the Merger. Such ownership percentages could be subject to proportional dilution for any required financing in connection with the Closing.

Regarding the Merger, Seow commented, “We are excited to announce this potential reverse-merger with KE, a well-established distributor of human capital management solutions and consulting services in the Asia Pacific region. Today’s announcement is the product of over two years of evaluation of numerous strategic alternatives for Titan by our Board. We believe this potential business combination provides a uniquely attractive opportunity to drive value creation for our stockholders and look forward to continuing to work with our partners at KE.”

Completion of the Merger is subject to the approval of the merger by Titan’s stockholders and issuance of shares related to the Merger, approval of the listing by Nasdaq of BSKE on the Nasdaq Capital Market, post-Merger, and satisfaction or waiver of other customary conditions outlined in the Merger Agreement. Accordingly, there can be no assurance that the proposed merger will be consummated.