M&A - Titan Environmental Solutions Inc.

Form Type: 8-K

Filing Date: 2025-06-12

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225014873

Filing Summary: On June 6, 2025, Titan Environmental Solutions, Inc. entered into a binding letter of intent for a potential acquisition by Windtree Therapeutics, Inc. The proposed acquisition involves consideration of $35 million of Windtree’s preferred stock and the purchase of three notes totaling $1.75 million. The company has a 60-day exclusivity period to negotiate definitive agreements and will select two members for Windtree’s board post-acquisition. If the acquisition does not complete, Titan must pay an $8 million break-up fee to Windtree. Additionally, on June 5, 2025, Titan’s subsidiary Standard Waste Services, LLC was issued a senior note of $6,617,857 to refinance debt and for working capital, maturing either by January 15, 2026, or upon acquisition consummation.