--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-000840" form_type: "8-K" ticker: null cik: "0001514056" company_name: "Titan Environmental Solutions Inc." filed_at: "2023-01-06T23:59:59+00:00" generated_at: "2026-06-20T18:44:17.813500+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # TraQiQ acquires Renovare's digester business assets, restructures debt, disposes of three subsidiaries ## Summary - Acquisition of aerobic digestion tech assets for food waste disposal; consideration: $150K cash + 1.25M Series B shares + 15.7M common shares. - Exchanged $5.28M debt (incl. $3.24M from CEO Ajay Sikka) for 137,613 Series B and 21.25M common shares; assumed $3.02M Michaelson debt at 12% interest. - Issued $180K OID note (20% OID, 10% interest, convertible at $0.015/share) to fund cash payment; new Series B Preferred convertible into 100 common shares. - Sold equity interests in Mimo Technologies Private Ltd., TraQiQ Solutions Private Ltd., and Rohuma LLC for nominal consideration; assumed two PayPal loans of $155K. - Michaelson Note ($3.02M) payable in five installments through Dec 2023; secured by all company personal property. ## SEC filing metadata - accession: 0001493152-23-000840 - form_type: 8-K - cik: 0001514056 - company_name: Titan Environmental Solutions Inc. - filed_at: 2023-01-06T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.02, 3.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1514056/000149315223000840/0001493152-23-000840-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1514056/000149315223000840/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-000840 - JSON: https://secwatch.observer/filing/0001493152-23-000840.json - Plain text: https://secwatch.observer/filing/0001493152-23-000840.txt ## Key facts - Debt Financings Titan Environmental Solutions Inc. incurred loan of $3,017,089.84 with Michaelson at twelve percent (12%) per annum maturing December 31, 2023. - Instrument: loan - Principal: $3,017,089.84 - Counterparty: Michaelson - Rate: twelve percent (12%) per annum - Maturity: December 31, 2023 - Event: incurrence source text: the Company issued to Michaelson the Michaelson Note in the principal amount of $3,017,089.84 evidence_url: https://www.sec.gov/Archives/edgar/data/1514056/000149315223000840/0001493152-23-000840-index.htm - Debt Financings Titan Environmental Solutions Inc. incurred senior notes of $180,000 with accredited investor at ten percent (10%) per annum maturing January 4, 2024. - Instrument: senior notes - Principal: $180,000 - Counterparty: accredited investor - Rate: ten percent (10%) per annum - Maturity: January 4, 2024 - Event: incurrence source text: the Company issued to an accredited investor the OID Promissory Note in the principal amount of $180,000 evidence_url: https://www.sec.gov/Archives/edgar/data/1514056/000149315223000840/0001493152-23-000840-index.htm - M&A Transactions Titan Environmental Solutions Inc. completed a disposition involving Lathika Regunathan for nominal consideration (closed 2022-12-31). - Action: disposition - Counterparty: Lathika Regunathan - Consideration: nominal consideration - Closing: 2022-12-31 source text: On December 31, 2022, the Company entered into an Assignment of Stock (the “MTP Agreement”) with Mimo Technologies Private Ltd. (“MTP”) and Lathika Regunathan (“LR”), pursuant to which the Company sold, assigned and transferred to LR, and LR purchased from the Company, all of the Company’s equity interests in MTP in exchange for nominal consideration. evidence_url: https://www.sec.gov/Archives/edgar/data/1514056/000149315223000840/0001493152-23-000840-index.htm - M&A Transactions Titan Environmental Solutions Inc. completed a disposition involving Lathika Regunathan for nominal consideration (closed 2022-12-31). - Action: disposition - Counterparty: Lathika Regunathan - Consideration: nominal consideration - Closing: 2022-12-31 source text: On December 31, 2022, the Company entered into an Assignment of Stock (the “TSP Agreement”) with TraQiQ Solutions Private Ltd. (“TSP”) and LR, pursuant to which the Company sold, assigned and transferred to LR and LR purchased from the Company, all of the equity interests in TSP in exchange for nominal consideration. evidence_url: https://www.sec.gov/Archives/edgar/data/1514056/000149315223000840/0001493152-23-000840-index.htm - M&A Transactions Titan Environmental Solutions Inc. completed an acquisition involving Renovare Environmental, Inc. and BioHiTech America, LLC (Renovare Sellers) for $150,000 cash and 1,250,000 shares of Series B Preferred Stock and 15,686,926 shares of Common Stock (closed 2023-01-05). - Action: acquisition - Counterparty: Renovare Environmental, Inc. and BioHiTech America, LLC (Renovare Sellers) - Consideration: $150,000 cash and 1,250,000 shares of Series B Preferred Stock and 15,686,926 shares of Common Stock - Closing: 2023-01-05 source text: on January 5, 2023, the Company completed its acquisition of certain assets related to the Digester Business from the Renovare Sellers in exchange for (a) a cash payment by the Company to the Renovare Sellers in an amount equal to $150,000 and (b) the issuance by the Company to REI of (i) 1,250,000 shares of Series B Preferred Stock and (ii) 15,686,926 shares of Common Stock evidence_url: https://www.sec.gov/Archives/edgar/data/1514056/000149315223000840/0001493152-23-000840-index.htm - Material Agreements Titan Environmental Solutions Inc. entered into Michaelson Note with Michaelson Capital Special Finance Fund II, L.P. valued at $3,017,089.85 (effective 2023-01-05). - Action: entry - Agreement: credit facility - Counterparty: Michaelson Capital Special Finance Fund II, L.P. - Value: $3,017,089.85 - Effective: 2023-01-05 source text: on January 5, 2023, the Company issued to Michaelson an Amended and Restated Senior Secured Term Note dated December 30, 2022 (the “Michaelson Note”) in the principal amount equal to the Michaelson Debt evidence_url: https://www.sec.gov/Archives/edgar/data/1514056/000149315223000840/0001493152-23-000840-index.htm - Material Agreements Titan Environmental Solutions Inc. entered into OID Note with an accredited investor valued at $180,000 (effective 2023-01-04). - Action: entry - Agreement: credit facility - Counterparty: an accredited investor - Value: $180,000 - Effective: 2023-01-04 source text: on January 4, 2023, the Company borrowed the full amount of the Cash Consideration from an accredited investor in exchange for a 20% OID Senior Secured Promissory Note dated January 4, 2023 in the original principal amount of $180,000 (the “OID Note”) evidence_url: https://www.sec.gov/Archives/edgar/data/1514056/000149315223000840/0001493152-23-000840-index.htm - Material Agreements Titan Environmental Solutions Inc. entered into Debt Exchange Agreements with certain creditors of the Company, including Ajay Sikka (effective 2022-12-30). - Action: entry - Counterparty: certain creditors of the Company, including Ajay Sikka - Effective: 2022-12-30 source text: the Company entered into Debt Exchange Agreements dated as of December 30, 2022 with certain of its creditors, including Ajay Sikka, the Company’s Chairman and Chief Executive Officer, pursuant to which such creditors exchanged $5,277,570 of debt evidence_url: https://www.sec.gov/Archives/edgar/data/1514056/000149315223000840/0001493152-23-000840-index.htm - Material Agreements Titan Environmental Solutions Inc. entered into Disposition Agreements with Lathika Regunathan and Rohuma LLC (effective 2022-12-31). - Action: entry - Agreement: asset purchase - Counterparty: Lathika Regunathan and Rohuma LLC - Effective: 2022-12-31 source text: On December 31, 2022, the Company entered into an Assignment of Stock (the “MTP Agreement”) with Mimo Technologies Private Ltd. (“MTP”) and Lathika Regunathan (“LR”), pursuant to which the Company sold, assigned and transferred to LR, and LR purchased from the Company, all of the Company’s equity interests in MTP in exchange for nominal consideration evidence_url: https://www.sec.gov/Archives/edgar/data/1514056/000149315223000840/0001493152-23-000840-index.htm - Material Agreements Titan Environmental Solutions Inc. entered into Asset Purchase Agreement with Renovare Environmental, Inc. and BioHiTech America, LLC (effective 2023-01-05). - Action: entry - Agreement: asset purchase - Counterparty: Renovare Environmental, Inc. and BioHiTech America, LLC - Effective: 2023-01-05 source text: On January 5, 2023, TraQiQ, Inc., a California corporation (the “Company”), consummated the transactions contemplated by the Asset Purchase Agreement dated as of December 30, 2022 (the “Purchase Agreement”) among Renovare Environmental, Inc. (“REI”) and BioHiTech America, LLC (“BHT” and, together with REI, the “ Renovare Sellers”) and the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1514056/000149315223000840/0001493152-23-000840-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.