UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 57, 2025

TITAN ENVIRONMENTAL SOLUTIONS INC.

(Exact name of registrant as specified in charter)

Nevada

000-56148

30-0580318

(State or other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification No.)

300 E. Long Lake Road, Suite 100A

Bloomfield Hills, Michigan

48304

(Address of Principal Executive Offices)

(zip code)

(248) 775-7400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 5.~~01.~~02 ~~Material~~Departure ~~Contracts~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Subscription~~On ~~Agreements~~April 7, 2025, the Board of Directors (the “Board”) of Titan Environmental Solutions, Inc. (the “Company”) appointed Edward J. Borkowski and Edward F. Feighan to serve as directors of Company, effective immediately. Messrs. Borkowski and Feighan will serve on the Board until the next annual meeting of stockholders of the Company at which directors are elected, at which time each is expected to stand for re-election. Biographical information regarding Messrs. Borkowski and Feighan is set forth below:

~~Between~~Edward ~~March~~J. 5Borkowski, ~~2025~~age ~~and~~65, ~~March~~is 7,a ~~2025,~~healthcare ~~Titan~~executive ~~Environmental~~who currently serves as an independent consultant. From April ~~Solutions~~2023 ~~Inc~~to July 2024, Mr. Borkowski was Executive Vice President and Chief Financial Officer of Purdue Pharma LP, a ~~Nevada~~privately-held pharmaceutical ~~corporation~~company ~~(the~~that ~~“Company”),~~is ~~consummated~~currently ~~the~~in ~~transactions~~bankruptcy. ~~contemplated~~From byJanuary ~~Subscription~~2020 ~~Agreements dated~~to ~~February~~October 212022, ~~2025~~he ~~(the~~was ~~“Subscription~~an ~~Agreements”)~~Executive Vice President of Therapeutics MD, ~~pursuant~~Inc., toa ~~which~~pharmaceutical ~~the~~company ~~Company~~focused ~~offered~~on tofamily ~~certain~~planning ~~accredited investors~~and upwomen’s health issues. From April 2018 to ~~850~~December 2019,~~000~~ ~~shares~~he ofserved as ~~its~~an ~~Series~~Executive CVice ~~Convertible~~President ~~Preferred~~of ~~Stock~~MiMedx Group, ~~par~~Inc. ~~value~~(Nasdaq: $0MDGX), a transformational placental biologics company.~~0001~~ ~~per~~Previously, ~~share~~he (served as the ~~“Series~~Chief CFinancial ~~Preferred Stock”~~Officer of Aceto Corporation (Nasdaq: ACET), ~~for~~now known as Actylis, a ~~purchase~~global ~~price~~manufacturer and supplier of ~~$2.00~~raw ~~per~~materials and ~~share.~~performance ~~Each~~ingredients offor the ~~five~~Life ~~purchasers~~Sciences, ofSpecialty ~~shares~~Chemicals, ofand ~~Series~~AgriScience Cindustries, ~~Preferred~~from ~~Stock~~February is2018 ~~an accredited~~to ~~investor~~April 2018, and ishas aheld ~~stockholder~~several ofexecutive ~~and~~positions ~~lender~~with Concordia International, an international specialty pharmaceutical company, between May 2015 to ~~the~~February ~~Company~~2018. ~~The~~Mr. ~~purchasers~~Borkowski ~~included~~has ~~Frank~~also ~~Celli~~served as Chief Financial Officer of Amerigen Pharmaceuticals, a ~~director~~generic ofpharmaceutical company with a focus on oral, controlled release products, and as the ~~Company~~Chief Financial Officer and Executive Vice President of Mylan N.V. ~~The~~In ~~purchasers~~addition, ~~subscribed~~Mr. toBorkowski ~~purchase~~previously anheld ~~aggregate~~the position of ~~500~~Chief Financial Officer with Convatec,~~000~~ ~~shares~~a ofglobal ~~Series~~medical Cdevice ~~Preferred~~company ~~Stock~~focused on wound care and ostomy, and Carefusion, a global medical device company for anwhich ~~aggregate~~he ~~purchase~~helped ~~price~~lead its spin-out from Cardinal Health into an independent public company. Mr. Borkowski also serves on the board of $1directors of Entero Therapeutics Inc (NASDAQ: ENTO),~~000~~ a clinical stage biopharmaceutical company,~~000~~ a position he has held since May 2015. ~~The~~He ~~proceeds~~started ofhis ~~the~~career ~~offering~~with ~~will~~Arthur beAndersen ~~used~~& byCo. after ~~the~~receiving ~~Company~~his ~~for~~MBA ~~working~~from ~~capital~~Rutgers University subsequent to having earned his degree in Economics and Political Science from Allegheny College. Mr. Borkowski is currently a Trustee and a member of the ~~payment~~Executive Committee of ~~outstanding~~Allegheny ~~payables~~College.

~~The~~Edward ~~Subscription~~F. ~~Agreements~~Feighan, ~~provide~~age ~~that~~77, it is ~~the~~currently, ~~intention of the Company~~ and ~~each~~has ~~purchaser~~been ~~that~~since 2016, the ~~purchase~~Chairman ~~price~~and ~~for~~Chief ~~the~~Executive ~~shares~~ Officer of ~~Series~~Covius CLLC, ~~Preferred~~a ~~Stock~~privately-held firm beproviding ana ~~amount~~range ~~equal~~of services to the ~~lesser~~mortgage ofsecuritization ~~(i)~~industry. $2Mr.00 ~~per~~Feighan ~~share~~has ~~and~~been ~~(ii)~~an ~~the~~owner ~~quotient~~and director of ~~(a)~~Continental Heritage ~~the~~Insurance ~~product~~Company, ofan ~~(x)~~early leader in the ~~price~~ ~~per~~cannabis ~~share~~insurance atmarket which ~~the~~provides ~~shares~~surety ofbonds and other insurance solutions to the ~~Company’s~~emerging ~~Common~~cannabis ~~Stock~~markets, ~~par~~for ~~value~~more $0than 20 years.~~0001~~ ~~per~~Previously, ~~share~~Mr. ~~(the~~Feighan ~~“Common~~served ~~Stock”), is~~as ~~sold~~Chairman byand ~~the~~Chief ~~Company~~Executive inOfficer of ProCentury Insurance Corporation from its ~~planned~~initial public offering ~~(the~~in ~~“Public~~2004 ~~Offering”)~~until ofthe ~~shares~~sale of ~~Common~~the ~~Stock~~company onto ~~the~~another ~~terms~~public ~~set~~insurance ~~forth~~group in ~~the~~2008. ~~Company’s~~In ~~pending~~1996, ~~Registration~~Mr. ~~Statement~~Feighan onwas ~~Form~~the ~~S-1~~founding ~~(Registration~~Chief ~~No.~~Executive ~~333-275136),~~Officer ~~multiplied~~of byCentury ~~(y)~~Business ~~40,~~Services ~~divided by~~ (bNYSE: CBZ). ~~100,~~Mr. ~~assuming~~Feighan aheld elective ~~reverse~~office ~~stock~~in ~~split~~Cleveland, ofOhio ~~the~~for ~~Common~~20 ~~Stock~~consecutive atyears afrom ~~ratio~~1973 ofto ~~1:100~~1993. toAfter ~~take~~being ~~place~~elected atto orthree ~~prior~~terms toin the ~~closing~~Ohio House of Representatives ~~the~~from ~~Public Offering~~1973 to 1979, ~~with~~Mr. ~~corresponding~~Feighan ~~adjustment~~served toa befour-year ~~made~~term ifas ~~the~~a ~~actual~~Cuyahoga ~~ratio~~County ~~implemented~~Commissioner byin the ~~Company~~State isof ~~different~~Ohio. ~~(such quotient~~Subsequently, ~~the “Alternate~~ ~~Price”)~~Mr. IfFeighan ~~the~~served ~~Alternate~~five ~~Price~~terms isas ~~less~~a ~~than~~Member ~~$2.00,~~of ~~then~~ the ~~Company~~United ~~has~~States ~~agreed~~House toof ~~issue~~Representatives from 1983 to ~~each~~1993. ~~purchaser~~During ofthose ~~Series~~ten Cyears, ~~Preferred~~Mr. ~~Stock~~Feighan ~~within~~served ~~five~~on ~~business days of~~ the ~~date~~U.S. ofHouse ~~the~~Judiciary ~~closing~~Committee ofand ~~the~~Foreign ~~Public~~Affairs ~~Offering~~Committee. aMr. ~~number~~Feighan ofearned ~~additional~~his ~~shares~~law ofdegree ~~Series~~from ~~C Preferred~~Cleveland ~~Stock~~State ~~equal~~University toin ~~the~~1978. ~~difference~~Mr. ~~between~~Feighan ~~(A)~~is ~~the~~also ~~number~~Chairman of ~~shares~~the Board of ~~Series~~Range CImpact ~~Preferred~~Inc. ~~Stock~~(OTCQB: ~~that~~RNGE), ~~could~~a ~~have~~public ~~been~~impact ~~purchased~~investing incompany. The ~~the~~Board ~~offering with~~believes ~~the~~Mr. ~~purchaser~~Feighan’s ~~subscription~~extensive ~~amount,~~operational asand ~~set~~executive ~~forth~~experience inwith ~~the~~growth ~~purchaser’s~~companies ~~Subscription~~pursuing ~~Agreement~~business combination transactions, atas awell ~~purchase~~as ~~price per~~his ~~share~~fundraising ~~equal~~and toregulatory ~~the~~insight ~~Alternate~~and ~~Price,~~public ~~less~~service ~~(B)~~experience, ~~the~~will ~~number~~provide ofus ~~shares~~a ofcritical ~~Series~~voice Cand ~~Preferred~~perspective as ~~Stock~~we ~~previously~~continue ~~issued~~ to ~~such~~develop ~~purchaser under~~our ~~the~~business ~~Subscription~~and ~~Agreement~~grow our operations.

~~The~~There ~~Subscription~~are ~~Agreements~~no ~~also~~arrangements ~~grant~~or tounderstandings ~~the~~between ~~purchasers~~Mr. ofBorkowski ~~shares~~or ofMr. ~~Series~~Feighan Cand ~~Preferred~~any ~~Stock, among~~ other ~~rights,~~person ~~the~~or ~~right~~persons pursuant to ~~participate~~which Mr. Borkowski inor ~~certain~~Mr. ~~subsequent~~Feighan ~~offerings~~was ofselected ~~securities~~as bya director of the Company. ~~and~~There ~~the~~are ~~right~~no tocurrent ~~exchange~~or ~~their~~proposed ~~shares~~transactions ofin ~~Series~~which CMr. ~~Preferred~~Borkowski ~~Stock~~or ~~for~~Mr. Feighan, or any member of the ~~securities~~ ~~issued~~immediate infamily ~~certain~~of ~~subsequent~~Mr. ~~offerings~~Borkowski or Mr. Feighan, has an interest that is required to be disclosed under Item 404(a) of ~~securities~~Regulation S-K promulgated by the ~~Company~~Securities Exchange Commission.

~~Description of~~Item ~~the~~7.01 ~~Series~~Regulation CFD ~~Preferred Stock~~Disclosure.

On ~~March~~April 69, 2025, the Company ~~filed~~issued a ~~Certificate~~press ofrelease ~~Designation~~announcing of the ~~Preferences~~appointment of ~~Preferred Stock (the “Certificate of Designation”) pursuant to which it authorized the issuance of up to 6~~Messrs.5 ~~million~~Borkowski ~~shares of Series C Preferred Stock~~ and ~~created the~~Feighan ~~terms~~as ofmembers ~~the Series C Preferred Stock. The principal terms~~ of the ~~Series C Preferred Stock are summarized below~~ Board.

~~Conversion~~A ~~Rights.~~copy ~~Each share~~ of ~~Series~~the Cpress ~~Preferred~~release ~~Stock has a stated value of $2.40 and~~ is ~~convertible~~attached ~~into a number of shares of Common Stock equal~~ to ~~(x)~~this ~~the~~Current ~~stated~~Report ~~value~~on ofForm ~~the~~8-K ~~Series~~as CExhibit ~~Preferred~~99.1 ~~Stock~~and ~~being~~incorporated ~~converted~~herein ~~plus~~by ~~all~~reference. ~~accrued~~The ~~but unpaid dividends,~~exhibit ~~divided~~furnished byunder ~~(y)~~Item $07.0501 ~~per~~of ~~share~~this ~~(the~~Current ~~“Conversion~~Report ~~Price”);~~on ~~provided,~~Form ~~however,~~8-K ~~that~~shall ~~holders of Series C Preferred will~~ not be ~~able~~ todeemed ~~convert shares of Series C Preferred Stock and receive shares of Common Stock upon such conversion~~ to ~~the~~be ~~extent~~“filed” ~~that~~for ~~after~~purposes ~~giving effect to such issuance, the holder and such holder’s affiliates would beneficially own in excess~~ of ~~4.99%~~Section ~~of the number~~18 of ~~shares of Common Stock outstanding immediately after giving effect to~~ the ~~issuance~~Securities ofExchange ~~the~~Act ~~shares~~ of ~~Common~~1934, ~~Stock~~as ~~issuable~~amended ~~upon conversion of the applicable shares of Series C Preferred Stock~~ (the “~~Beneficial~~Exchange ~~Ownership Limitation~~Act”)., ~~The~~or ~~Conversion~~otherwise ~~Price is~~ subject to ~~adjustment~~the ~~for~~liabilities ~~stock~~of ~~splits~~that section, ~~stock~~nor ~~combinations~~shall ~~and~~it ~~the~~be ~~like~~deemed ofincorporated ~~the~~by ~~Common~~reference ~~Stock and~~ in ~~the~~any ~~event~~filing ofunder anthe ~~issuance~~Exchange ofAct ~~Common~~or ~~Stock at a price per share lower than~~ the ~~Conversion~~Securities ~~Price then in effect~~Act, ~~subject~~regardless toof anany general ~~exception~~incorporation ~~for~~language ~~certain~~in ~~exempt~~such ~~issuances~~filing.

Voting Rights. Except as required by law or as specifically provided in the Company’s articles of incorporation, the holders of Series C Preferred Stock are not entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action; provided, however, that such holders will be entitled, on the same basis as holders of Common Stock, to receive notice of such action or meeting. However, as long as any shares of Series C Preferred are outstanding, the Company may not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series C Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock, (b) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series C Preferred Stock, (c) increase the number of authorized shares of Series C Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Dividend Rights. Holders of Series C Preferred Stock are entitled to receive dividends on shares of Series C Preferred Stock equal (on an as-if-converted-to-Common-Stock basis disregarding for such purpose any conversion limitations) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock; provided, however, that if a dividend is to be paid in Common Stock, a holder of Series C Preferred Stock will not be entitled to receive such stock dividend payment to the extent such payment would cause the Common Stock beneficial ownership percentage of such holder to exceed the Beneficial Ownership Limitation and the portion of such stock dividend payment that would exceed the Beneficial Ownership Limitation will be held in abeyance for the benefit of such holder until such time or times, if ever, as its right thereto would not result in such holder and its affiliates exceeding the Beneficial Ownership Limitation, at which time or times such holder will be issued such unpaid stock dividend payment to the same extent as if there had been no such limitation.

Liquidation Rights. Upon the liquidation or dissolution of the Company, the holders of Series C Preferred Stock will be entitled to receive out of the assets of the Company, whether capital or surplus, the same amount that a holder of Common Stock would receive if the Series C Preferred Stock were fully converted (disregarding for such purposes any conversion limitations) to Common Stock, which such amounts following will be paid pari passu with all holders of Common Stock.

The foregoing description of the Subscription Agreements and the terms of the Series C Preferred Stock is a summary only and is qualified in its entirety by reference to the text of the form of Subscription Agreement and the Certificate of Designation, which are included as Exhibit 10.1 and Exhibit 3.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the shares of Series C Preferred Stock by the Company pursuant to the Subscription Agreements and the shares of Common Stock issuable upon conversion of the Series C Preferred Stock is incorporated herein by reference. The securities issued pursuant to the Subscription Agreements were issued by the Company in reliance upon the exemptions from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D promulgated thereunder, and similar exemptions under applicable state laws, and intends to issue any shares of Common Stock issuable upon conversion of the Series C Preferred Stock pursuant to the same exemption. The purchasers of the Series C Preferred Stock are each an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 1.01 of this Current Report on Form 10-K relating to the filing of the Certificate of Designation and the terms of the Series C Preferred Stock is incorporated by reference herein in its entirety.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
99.1		Press release, dated April 9, 2025
3.1		Certificate of Designation of the Preferences of Series C Convertible Preferred Stock of Titan Environmental Solutions, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.1		Form of Subscription Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 12, 2025	TITAN ENVIRONMENTAL SOLUTIONS INC.
Date: April 9, 2025	TITAN ENVIRONMENTAL SOLUTIONS INC.
	By:	/s/ Glen Miller
		Glen Miller
		Chief Executive Officer

Filing Compare · Titan Environmental Solutions Inc.