Titan Environmental Solutions Inc.: debt financing — 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.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Titan Environmental Solutions Inc. incurred senior notes of $6,617,857 with Windtree Therapeutics, Inc. at does not accrue interest maturing 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 th.

Instrument: senior notes
Principal: $6,617,857
Counterparty: Windtree Therapeutics, Inc.
Rate: does not accrue interest
Maturity: 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 th
Event: incurrence

Exact text from the filing

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.

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Source: SEC EDGAR

accession 0001641172-25-014873

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