---
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"
generated_at: "2026-05-19T10:36:20.319298+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001641172-25-014873
- form_type: 8-K
- cik: 0001514056
- company_name: Titan Environmental Solutions Inc.
- filed_at: 2025-06-12T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001641172-25-014873
- JSON: https://secwatch.observer/filing/0001641172-25-014873.json
- Plain text: https://secwatch.observer/filing/0001641172-25-014873.txt

## Key facts
- Debt Financings
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1514056/000164117225014873/0001641172-25-014873-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.