Titan Environmental to be acquired by Windtree Therapeutics

Titan Environmental Solutions Inc. (OTC:TITN), a provider of computer programming services, has entered into a binding letter of intent (LOI) with Windtree Therapeutics Inc. (NASDAQ:WINT) regarding a potential acquisition of Titan by Windtree. The announcement, made today, details a transaction that would involve Windtree acquiring all issued and outstanding securities of Titan.

The terms of the LOI, signed on Sunday, outline a consideration of $35 million in Windtree’s preferred stock, referred to as the Acquisition Shares. Additionally, Windtree will purchase three notes from Titan totaling $1.75 million. The first note of $750,000 will be issued immediately following the LOI, with the subsequent two notes of $500,000 each to be issued on the 30th and 60th days thereafter.

The agreement provides Titan with a 60-day exclusivity period, during which it cannot seek alternative transactions. If the acquisition does not materialize, Titan is obligated to pay Windtree an $8 million breakup fee, as per a side letter agreement.

In a related financial development, Titan’s subsidiary, Standard Waste Services LLC, was issued a senior note on June 5, 2025, with a principal amount of $6,617,857 and an original issuance discount of $1,985,357. The note matures on January 15, 2026, or upon the acquisition of Titan by Windtree, whichever comes first. The proceeds from this note are intended for the repayment of debt and general working capital.

This news is based on a press release statement and the full text of the LOI has been included as Exhibit 10.1 in the SEC filing. The details of the senior note are also available in Exhibit 4.1 of the same report.

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