Windtree Therapeutics to acquire Titan Environmental Solutions for $35M in preferred stock plus bridge financing

Titan Environmental Solutions Inc.

• Deal consideration: $35M of Windtree Series E Preferred Stock; three bridge notes total $1.75M.
• Titan subsidiary Standard Waste Services issued $6.6M senior note with $1.99M OID, maturing Jan 2026 or at closing.
• Break-up fee of $8M payable by Titan to Windtree if acquisition not completed.
• Titan to select two board members post-acquisition; 60-day exclusivity period.
• Closing condition: combined company must meet Nasdaq listing standards.