{"schema_version":"secwatch.filing_event.v1","accession":"0001641172-25-014873","form_type":"8-K","ticker":null,"cik":"0001514056","company_name":"Titan Environmental Solutions Inc.","filed_at":"2025-06-12T23:59:59+00:00","discovered_at":"2026-05-14T18:02:48.560567+00:00","generated_at":"2026-05-19T10:36:20.319298+00:00","sec_items":["1.01","2.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Windtree Therapeutics to acquire Titan Environmental Solutions for $35M in preferred stock plus bridge financing","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001641172-25-014873","json":"https://secwatch.observer/filing/0001641172-25-014873.json","markdown":"https://secwatch.observer/filing/0001641172-25-014873.md","text":"https://secwatch.observer/filing/0001641172-25-014873.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1514056/000164117225014873/0001641172-25-014873-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1514056/000164117225014873/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-19T10:36:20.319298+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4827de756c403a74be3d675c3c5ba4c2242af1e5","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1514056/000164117225014873/0001641172-25-014873-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$6,617,857"},{"label":"Counterparty","value":"Windtree Therapeutics, Inc."},{"label":"Rate","value":"does not accrue interest"},{"label":"Maturity","value":"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"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}