Exhibit 4.12


 


 





WARRANT AMENDMENT AGREEMENT


 


THIS WARRANT AMENDMENT
AGREEMENT (this “Agreement”) is made as of March 3, 2020, by and among Titan Pharmaceuticals, Inc.,
a Delaware corporation (the “Company”) and _______________ and ______________ (collectively
with their permitted assigns, the “Holders”).


 


RECITALS


 


WHEREAS, the Holders
are the registered and beneficial owners of (i) a warrant issued to ________ dated January 9, 2020 to purchase ________ shares
of the Company’s common stock at an exercise price of $0.25 per share[, and (ii) a warrant issued to ________August 9, 2019
to purchase ____________ shares of the Company’s common stock at an exercise price of $1.07 per share] (collectively, the
 “Existing Warrants”); and


 


WHEREAS, the Company
and the Holders desire to amend the Existing Warrants to modify the circumstances under which the Holders may receive a cash payment
in the event of the occurrence of a Fundamental Transaction (capitalized terms used herein without definition shall have the meaning
ascribed to such terms in the Existing Warrants); and


 


WHEREAS, pursuant to
Section 5(l) of each of the Existing Warrants, the Existing Warrants may be amended with the written consent of the Company and
the respective Holder.


 


NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


1. Amendment to
Existing Warrants. Section 3(d) of each of the Existing Warrants is hereby deleted and replaced in its entirety with the following:


 


(d) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person or


 






     


     


    

 


group of Persons whereby such other Person or group
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise
of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation
in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise
of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to
apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction other than one in which a Successor
Entity (as defined below) that is a publicly traded corporation whose stock is quoted or listed on a Trading Market assumes this
Warrant such that the Warrant shall be exercisable for the publicly traded common stock of such Successor Entity, the Company or
any Successor Entity shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the
consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction),
purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining
unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, if the
Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors
or the consideration is not in all stock of the Successor Entity, Holder shall have the option to require the Company or any Successor
Entity to purchase its Warrant for the Black Scholes Value of the unexercised portion of this Warrant as of the date of consummation
of such Fundamental Transaction using the same type or form of consideration (and in the same proportion) that is being offered
and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration
be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive
from among alternative forms of consideration in connection with the Fundamental Transaction. Any cash payment will be made by
wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective
date of the Fundamental Transaction). “Black Scholes Value” means the value of this Warrant based on the Black and
Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined
as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest
rate


 






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corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the
applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100
day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement
of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the
price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental
Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental
Transaction and the Termination Date. The payment of the Black Scholes Value will be made by wire transfer of immediately available
funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction).
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions
of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by
the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to
the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar
in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor
Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant
(without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise
price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of
the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number
of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately
prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder.
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that
from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 


2. Effectiveness
 This Agreement and the amendment to each of the Existing Warrants described in Section 1 hereof shall be effective as of the
date first above written.


 


3. Waivers and Amendments.
The terms of this Agreement may be waived or amended with the written consent of the Company and the Holders.


 


4. Governing Law. This Agreement
shall be governed in all respects by and construed in accordance with the laws the State of New York, without any regard to conflicts
of laws principles.


 






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5. Successors and Assigns. The provisions
hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the
parties to this Agreement.


 


6. Counterparts. This Agreement may
be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.


 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed and delivered by their respective duly authorized officers as of the date
first above written.


 


TITAN PHARMACEUTICALS,
INC.


 


 


By:___________________________


      Name:


      Title:


[____________________________]


 


By: _________________________________


Name:


Title:


 


[____________________________]


 


By: _________________________________


Name:


Title:




 






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