UNITED STATES
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FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Entry into Binding Letter of Intent
On June 6, 2025, Titan Environmental Services, Inc. (“Titan”) entered into a binding letter of intent (the “LOI”) for the potential acquisition (the “Acquisition”) of Titan by the Windtree Therapeutics, Inc., a publicly traded Delaware corporation which trades on The Nasdaq Capital Market under the symbol “WINT” (“Windtree”). The LOI provides that the Windtree and Titan contemplate negotiating definitive documentation to effect the Acquisition by way of a purchase of all the issued and outstanding securities of Titan.
The proposed terms of the Acquisition, pursuant to the LOI include consideration of $35 million of Windtree’s preferred stock (the “Acquisition Shares”). Windtree will also purchase three notes, pursuant to the LOI, in the principal amounts of $750,000, with respect to the first note, and $500,000 with respect to the second and third notes. The first note will be issued after the signing of the LOI, the second on the 30th day following execution of the LOI, and the third note will be issued on the 60th day following execution of the LOI. The LOI also proposes that Titan will select two members of the Windtree’s board of directors following the Acquisition.
The LOI grants the Company a 60-day exclusivity period (the “Exclusivity Period”) during which Titan may not pursue any transaction as an alternative to the Acquisition. The LOI expires at the end of the Exclusivity Period. Pursuant to the terms of a side letter agreement between Windtree and Titan, in the event that Titan does not complete the Acquisition pursuant to the LOI, Titan will pay Windtree a break-up fee of $8 million.
The foregoing description of the LOI is not complete and are qualified in its entirety by reference to the full text filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
June 5, 2025 Senior Note
On June 5, 2025, the Company’s wholly-owned subsidiary, Standard Waste Services, LLC (“Standard”) was issued a senior note in the principal amount of $6,617,857 (the “Note”), with an original issuance discount of $1,985,357. The Company plans to use the proceeds of the Standard Note, when received, for the repayment of certain outstanding debt and general working capital.
The Note matures on the earlier of (i) January 15, 2026 and (ii) the initial time of the Company’s consummation of the acquisition of all of the issued and outstanding equity of the Company by Windtree. The Note does not accrue interest. If an Event of Default occurs, as defined in the Note, then Windtree may (i) declare all outstanding principal and other sums payable to be immediately due and payable and (ii) exercise any and all of its other rights under applicable law. The Company may prepay the Standard Note but anticipates repayment of the Note through the adjustment of the Acquisition Shares.
The foregoing description of the Note is not complete and are qualified in its entirety by reference to the full text filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. |
Document | |
| 4.1 | Form of Senior Note issued to Standard Waste Services, LLC on June 5, 2025 | |
| 99.1 | Letter of Intent entered into with Windtree Therapeutics, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Titan Environmental Solutions, Inc. | ||
| By: | /s/ Glen Miller | |
| Name: | Glen Miller | |
| Title: | Chief Executive Officer | |
Date: June 12, 2025