Exhibit 99.1

June 6, 2025

Titan Environmental Services, Inc.

300 E. Long Lake Road

Suite 100A

Bloomfield Hills, MI 48304

Attn: Glenn Miller, CEO

Ladies and Gentlemen:

This letter of intent will confirm the agreement by and among Windtree Therapeutics, Inc., a Delaware corporation (“WINT”) and Titan Environmental Services, Inc., a corporation formed under the laws of Nevada (“TESI”), concerning the acquisition by WINT of all of the issued and outstanding securities of TESI. The terms of our agreement are set forth below.

1. Acquisition of All Outstanding Securities. WINT and TESI, desire that WINT acquire all of the issued and outstanding securities of TESI on the terms set forth in Exhibit “A” annexed hereto (“Acquisition”) including the remittance of bridge financing to TESI (the “Bridge Financing”) Any outstanding debt (convertible or otherwise), preferred stock, options, warrants or other rights to acquire equity securities of TESI are detailed on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on 3/31/25 for the period end date 12/31/24 and supplemented from time to time as necessary.

2. Negotiation of Definitive Agreements. The parties contemplate negotiating the definitive agreement providing for the Acquisition (the “Acquisition Agreement”) and the other agreements contemplated by the Acquisition Agreement with the aim of completing such agreements as soon as possible, but in no event later than 60 days following execution of this LOI (“LOI Effective Period”), failing which this letter of intent may be extended upon the agreement of both parties, and in the absence of such agreement shall terminate with immediate effect. The parties further contemplate that TESI will (i) complete and deliver to WINT, PCAOB audited financial statements for the two years ended December 31, 2023 and 2024 and reviewed, PCAOB-compliant, financial statements for the three-month period ended March 31, 2025, by no later than June 15, 2025 and for the three-month period ended June 30, 2025 by no later than August 15, 2025 (collectively, such audited and reviewed financial statements being referred to herein as the “PCAOB Financial Statements”) and (ii) will enter into binding agreements (and delivered to WINT true and correct copies thereof) providing for the Acquisition Financing referred to in Exhibit A, by no later than August 1, 2025.

3. Filings. TESI agrees to fully cooperate with WINT in the preparation of all documents required to be filed with the SEC (including all exhibits and amendments thereto), or any other regulatory body, in connection with the transactions contemplated hereby, and to provide all information requested by the SEC or any other regulatory body.

4. Due Diligence. TESI agrees to facilitate WINT’s due diligence investigation by, among other things, complying promptly with due diligence requests of WINT and/or its legal and financial counsel.

5. Exclusivity. In order to induce WINT and TESI to undertake the actions necessary to evaluate the Acquisition and to incur additional costs and expenses associated therewith, TESI hereby agrees that, for the period (the “Exclusive Period”) beginning upon the execution and delivery of this letter of intent by (the “Effective Date”) and ending on the earliest of (i) 11:59 pm Eastern Time on the final date of the LOI Effective Period (or such later date as may be agreed in writing by the parties hereto), (ii) the date that either WINT or TESI has advised the other party in writing that it does not wish to pursue the Acquisition, and (iii) the date the Acquisition Agreement is entered into, such party will not, and it will cause its Representatives not to, directly or indirectly: (a) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a an alternate acquisition transaction involving either WINT or TESI other than the Acquisition; (b) furnish or disclose any non-public information to any person or entity in connection with or that could reasonably be expected to lead to an alternate acquisition of either WINT or TESI other than the Acquisition; (c) enter into any agreement, arrangement or understanding regarding an alternate acquisition of either WINT or TESI other than the Acquisition; or (d) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or knowingly encourage any effort or attempt by any person or entity to do or seek to do any of the foregoing.

TESI further agrees to immediately terminate any existing discussions, negotiations and contacts regarding a TESI Acquisition Proposal.

For purposes of this letter of intent, (a) the term “Representatives” of a party means (i) any of such party’s or its affiliates’ respective equityholders, representatives, officers, directors, agents, employees or advisors.

6. No Circumvention. During the Exclusive Period, (i) TESI shall not issue, or agree or commit to issue, any securities of TESI or any of its subsidiaries or affiliated entities and (ii) the Stockholders shall not cause or permit, or agree to cause or permit, any sale, pledge, hypothecation, assignment or other transfer or disposition of any of their respective securities of TESI, and (iii) each of TESI and WINT shall not otherwise enter into any agreement or arrangement or engage in any transaction, directly or indirectly, that would be inconsistent with the provisions or intent of paragraph 5 above.

7. Access. Each party agrees, upon reasonable prior notice, to give the other party and its representatives, accountants and counsel access to the property, records, financial statements, internal and external audit reports, regulatory reports and all other documents and other information concerning the other party.

8. Miscellaneous.

(a) Confidentiality. The non-disclosure agreement previously executed remains in full force and effect.

(b) Injunctive Relief. TESI agrees that, in view of the fact that WINT will be irreparably damaged and will not have an adequate remedy at law in the event that the provisions of this letter of intent have not been performed in accordance with its terms, WINT shall be entitled to injunctive relief, without posting a bond, including specific enforcement, to enforce the provisions of this letter of intent, in addition to any other remedy to which WINT may be entitled at law. TESI agrees that if any action should be brought by WINT in equity to enforce any of the provisions of this letter of intent, TESI shall not raise the defense that there is an adequate remedy at law.

(c) Disclosures; Public Statements. Except as required by law or regulation, no public announcements, press releases or other public statements (including in any press conference, trade publication, marketing materials or otherwise) with respect to the subject matter of this letter of intent shall be made without the consent of each of the parties hereto.

(d) Nature of this Agreement. This letter of intent shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The rights and obligations of any party hereto may not be assigned to any other entity without the consent of the other party hereto.

(e) No Trading. From and after the date first written above, neither TESI nor any of its respective officers, directors, affiliates, employees, agents or representatives shall use any material non-public information of WINT (including the existence and terms of this letter of intent) to purchase, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer, dispose of any securities of WINT.

(f) Communications. All notices and other communications required or permitted by this letter of intent shall be in writing and submitted via facsimile to the parties hereto at the respective numbers set forth above. This letter of intent may only be amended by a written instrument executed by each of the parties hereto.

(g) Governing Law; Consent to Jurisdiction. This letter of intent shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made and to be performed in that State.

(h) Counterparts. This letter of intent may be executed in one or more counterparts, each of which shall be deemed to be an original of the party or parties executing the same and all of which, taken together, shall be deemed to constitute one and the same document.

(i) Termination. This letter of intent shall terminate and be deemed of no further effect immediately following the expiration of the Exclusive Period, provided that the provisions of this paragraph 8 shall survive the termination or expiration of this letter of intent.

[signature pages follow]

Please execute a copy of this letter of intent to signify your agreement with the foregoing.

Agreed to as of this 6^th day of June, 2025:

TITAN ENVIRONMENTAL SERVICES, INC.

CONFIDENTIAL

Exhibit “A”

Summary of Terms

For the Acquisition by

WINDTREE THERAPEUTICS, INC.

of

TITAN ENVIRONMENTAL SERVICES, INC.

This Exhibit sets forth in general terms the provisions under which Windtree Therapeutics, Inc. proposes to acquire all the outstanding securities of Titan Environmental Services, Inc., as contemplated by that certain letter of intent dated as of June 6, 2025 (“LOI”), of which this Exhibit “A” is a part. Capitalized terms set forth in this Exhibit “A” shall have the respective definitions assigned to them in the LOI. The principal terms relating to the Acquisition are as follows: