(b) Use of estimates

The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods in the financial statements and accompanying notes. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the financial statements.

(e) Recent accounting pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

 Schedule of Currency Exchange Rates in Unaudited Consolidated Financial Statements 

 Schedule of Estimated Depreciation Rates

 Schedule of Revenue Recognition

(a) The Company

Titan Pharmaceuticals, Inc. (“Titan” or the “Company” or “we,” “our” or “us”) is incorporated in Delaware and historically developed therapeutics utilizing its proprietary ProNeura® drug delivery platform. The Company’s lead product, Probuphine® (buprenorphine implant), was approved in the United States, Canada, and the European Union for the maintenance treatment of opioid use disorder. The Company discontinued U.S. commercialization of Probuphine in 2020 and sold its ProNeura-related assets to Fedson, Inc. (“Fedson”) in September 2023 for $2.0 million, plus potential future milestone and royalty payments (see Note 5). All cash consideration was collected by February 2024.

Following the asset sale, the Company pursued strategic alternatives, including cost reduction initiatives, management transitions, and capital-raising activities, as summarized below.

Sire Investment (September 2023)

On September 13, 2023, the Company issued 950,000 shares of Series AA Preferred Stock to The Sire Group Ltd. (“Sire”) at $10.00 per share for aggregate proceeds of $9,500,000. The terms of the Series AA Preferred Stock, including a conversion price of $9.32 per share (as adjusted for the 1-for-20 reverse stock split effected January 9, 2024), are set forth in a Certificate of Designations filed with the Secretary of State of the State of Delaware (see Note 6).

Management Changes (2024–2025)

In April 2024, the Company’s then-Chief Executive Officer and four other officers and directors resigned. Pursuant to their respective settlement agreements, the Company made aggregate severance payments of approximately $1.2 million. Seow Gim Shen was subsequently appointed Chief Executive Officer and Principal Financial Officer, roles he held until his resignation in October 2024. On November 6, 2024, Brynner Chiam, a director, was appointed acting principal executive officer and acting principal financial officer. On December 2, 2024, Mr. Chay Weei Jye was appointed Chief Executive Officer at a base annual salary of $60,000 (see Note 2). On March 27, 2025, Gabriel Loh was appointed as an independent director and member of the Audit Committee.

Blue Harbor Preferred Stock Placements (2025)

To address Nasdaq continued-listing requirements, the Company completed two private placements with Blue Harbor Asset Management L.L.C-FZ (“Blue Harbor”): (i) on April 11, 2025, 100,000 shares of Series B Preferred Stock at $10.00 per share for $1,000,000; and (ii) on June 24, 2025, 60,000 shares of Series C Convertible Preferred Stock at $10.00 per share for $600,000. The Company regained compliance with Nasdaq Listing Rule 5550(b)(1) as confirmed by Nasdaq on September 17, 2025 (see Note 6).

Reverse Merger with Black Titan Corporation (October 1, 2025)

On August 19, 2024, the Company entered into a Merger and Contribution and Share Exchange Agreement (the “Merger Agreement”) with TalenTec Sdn. Bhd. (formerly KE Sdn. Bhd.) (“TalenTec”) and Black Titan Corporation (formerly BSKE Ltd.) (“Black Titan”), a Cayman Islands exempted company. The Merger was approved by stockholders on August 26, 2025 and consummated on October 1, 2025 in two steps:

TTNP Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Black Titan, merged with and into Titan (the “Merger”). Merger Sub ceased to exist and Titan became the surviving corporation and a direct wholly owned subsidiary of Black Titan with only 1,000 common stock shares outstanding.

Immediately following the Merger, the shareholders of TalenTec contributed and exchanged all of their TalenTec shares for ordinary shares of Black Titan pursuant to a share exchange agreement.

As part of the transaction, each issued and outstanding share of Titan common stock was automatically converted into ordinary shares of Black Titan on a one-for-one basis. Trading of Titan’s common stock on the Nasdaq Capital Market ceased at the close of business on October 1, 2025, and Black Titan’s ordinary shares ($0.0001 par value) commenced trading on Nasdaq on October 2, 2025 under the ticker symbol “BTTC.”

Seow Gim Shen, the Company’s former Chairman and CEO, was previously the holder of 47.4% of TalenTec and the sole stockholder of Sire. Mr. Seow subsequently sold all of his TalenTec shares to Danny Vincent Dass and all of his Sire shares to Jeffrey Chung prior to the Merger Closing.

As of December 31, 2025, Titan operates as a wholly owned subsidiary of Black Titan, and its standalone financial statements primarily reflect residual operating activities, related party balances, and capital structure changes associated with the merger transaction.

(c) Going concern

We assess going concern uncertainty in our financial statements to determine if we have sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the financial statements are issued or available to be issued, which is referred to as the look-forward period as defined by Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU No. 2014-15”). As part of this assessment, based on conditions that are known and reasonably knowable to us, we will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and our ability to delay or curtail expenditures or programs, if necessary, among other factors. Based on this assessment, as necessary or applicable, we make certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent we deem probable those implementations can be achieved, and we have the proper authority to execute them within the look-forward period in accordance with ASU No. 2014-15.

Following the consummation of the Merger, Titan Pharmaceuticals, Inc. became a wholly owned subsidiary of Black Titan. In connection with the Merger, Black Titan delivered a drawdown notice for approximately $5.5 million of its Series A preferred shares. On January 16, 2026, Black Titan also entered into a securities purchase agreement with a U.S.- based institutional investor for a senior unsecured convertible note financing facility of up to $200 million, under which an initial note with principal of $1.515 million has been issued, providing additional committed capital to support its operations and further enhance the combined group’s liquidity position. Management currently believes, the availability of the aforesaid financing together with existing cash resources of the combined group will be sufficient to fund its operating needs for at least the next twelve months.

Based on the assessment described above, we evaluated our ability to continue as a going concern for the twelve-month period following the issuance of these financial statements. We considered our current cash balances, projected operating expenditures, and efforts to reduce operating costs. In addition, Black Titan has committed to provide financial support to enable us to meet obligations as they become come.

Based on these considerations, we believe we have sufficient liquidity to fund our operations and meet our obligations for at least twelve months from the date these financial statements are issued. Accordingly, the accompanying financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

(e) Cash

Cash consists of deposits held at financial institutions. We had no cash equivalents as of December 31, 2025 and 2024. We maintain cash balances at financial institutions that may exceed the federally insured limit of $250,000. We have not experienced any losses in our accounts and believe that we are not exposed to significant credit risks on our cash.

(g) Prepaid Expenses

Prepaid Expenses consist primarily of prepaid insurance and other expenses. Prepaid expenses are recorded at cost and are amortized over the periods benefited using the straight-line method. We review prepaid expenses at each balance sheet date.

In connection with the expiration of our prior directors’ and officers’ liability insurance program, we purchased a six-year extended reporting period (‘tail”) coverage during the year. The premium was paid upfront and is being amortized on a straight-line basis over the six-year coverage period. The unamortized balance is presented as prepaid expenses in the accompanying balance sheet with the portion expected to be recognized within one year classified as current and the remainder as noncurrent.

(i) Net Loss Per Share

Basic net loss per share excludes the effect of dilution and is computed by dividing net loss by the weighted-average number of shares outstanding for the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue shares were exercised into shares. In calculating diluted net loss per share, the denominator is increased to include the number of potentially dilutive common shares assumed to be outstanding during the period using the treasury stock method. Due to the reverse merger and related recapitalization completed on October 1, 2025, the Company retrospectively adjusted all periods presented for the change in capital structure, and basic and diluted net loss per share for all periods is computed using the post-recapitalization share amounts and corresponding weighted-average shares outstanding. Basic and diluted net loss per share was the same for each of the periods presented.

The table below presents common shares underlying stock options and warrants that are excluded from the calculation of the weighted average number of shares of common stock outstanding used for the calculation of diluted net loss per common share. These are excluded from the calculation due to their anti-dilutive effect for the years ended (in thousands):

Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Common Share

Following the reverse merger on October 1, 2025, all stock options and warrants were assumed by Black Titan in the acquisition.

(k) Fair Value Measurements

Financial instruments, including receivables, accounts payable and accrued liabilities, are carried at cost, and their fair values are approximated due to the short-term nature of these instruments.