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): ~~October~~February 319, ~~2024~~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

On ~~October~~February 3113, ~~2024~~2025, Jeff Rizzo, a member of the Board of Directors (the “Board”) of Titan Environmental Solutions, Inc., ~~a Nevada corporation~~ (the “Company”), ~~entered~~announced ~~into~~his aresignation ~~Stock~~from ~~Purchase Agreement~~the ~~dated~~Board asand all committees thereof. Mr. Rizzo had been a member of ~~October~~the 31Board since May 19, ~~2024~~2023, (at which time the ~~“Purchase~~Company ~~Agreement”)~~acquired ~~among~~Titan Trucking LLC, the Company’s ~~and~~operating ~~its~~subsidiary ~~wholly-owned~~for ~~subsidiary,~~which ~~Recoup~~Mr. Rizzo ~~Technologies,~~was ~~Inc~~at that time the Managing Member., aMr. ~~Delaware~~Rizzo ~~corporation~~previously ~~(“Recoup”)~~had, ~~and~~on ~~Recoup~~February ~~Partners~~9, ~~LLC~~2025, aresigned ~~Delaware~~as ~~limited~~the ~~liability~~Company’s ~~company~~Chief ~~(the~~Operating ~~“Purchaser”),~~Officer. ~~and~~To ~~consummated~~the knowledge of the ~~transactions~~Company, ~~contemplated~~Mr. byRizzo’s ~~Purchase~~decision ~~Agreement,~~to ~~including~~resign from the ~~sale~~Board was a result of ~~Recoup~~his toresignation ~~the~~as ~~Purchaser.~~an executive ~~Recoup~~officer isof in the ~~business~~Company ofand ~~marketing~~was annot ~~aerobic~~related ~~digestion~~to ~~technology~~any ~~solution~~disagreements ~~for~~with the ~~disposal~~Company ofon ~~food~~any ~~waste~~matter atrelating ~~the~~to ~~point~~its ofoperations, ~~generation~~policies or practices or any issues regarding financial disclosures, accounting or legal matters.

~~Pursuant~~Following toMr. ~~the~~Rizzo’s ~~Purchase~~resignation ~~Agreement,~~from the ~~Purchaser~~Board, ~~purchased~~the ~~from~~Board ~~the~~removed ~~Company~~Mr. ~~all~~Rizzo ofas the ~~capital~~President ~~stock~~ of ~~Recoup~~its ~~for~~operating asubsidiaries, ~~purchase~~Titan ~~price equal~~Trucking ~~to $1~~LLC,~~000,000,~~ ~~which~~Standard ~~consisted~~Trucking ofLLC aand ~~promissory~~Standard ~~note~~Waste ofServices, ~~the~~LLC ~~Purchaser~~(“Standard”), inand ~~the~~appointed ~~principal~~Glen ~~amount of $250~~Miller,~~000~~ ~~and~~ the ~~cancellation and release~~Company’s byChief ~~certain~~Executive ~~affiliates~~Officer, ofas the ~~Purchaser~~President of ~~indebtedness~~those ~~obligations~~subsidiaries. ofThe ~~the~~Board ~~Company~~also inexpanded the ~~aggregate~~role ~~amount~~ of ~~$750~~Dominic Campo,~~000. The~~ ~~Purchase~~a ~~Agreement~~consultant ~~contained~~to ~~standard representations and warranties by~~ the Company and ~~Recoup~~the ~~which,~~former ~~except~~Chief ~~for~~Executive ~~fundamental~~of ~~representations~~Standard, ~~remain~~ into ~~effect~~oversee ~~for~~the 18day-to-day ~~months~~operations ~~following~~of the ~~closing~~Company’s ~~date~~operating subsidiaries. Mr. ~~The~~Campo ~~Company~~was ~~also~~the ~~agreed~~Chief ~~that,~~Executive ~~for~~Officer ~~a period~~ of ~~five~~Standard ~~years~~at ~~from~~ the ~~closing date,~~time of the Company’s ~~will~~acquisition ~~not~~of ~~engage~~Standard in aMay ~~business that competes with the business of Recoup~~2024.

The foregoing description of the Purchase Agreement is a summary only and is qualified in its entirety by reference to the text of the Purchase Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described under Item 1.01 of this Current Report on Form 8-K, on October 31, 2024, the Company completed the sale of its ownership interest in Recoup in exchange for a promissory note of the Purchaser in the principal amount of $250,000 that matures on December 31, 2024 and the forgiveness of an aggregate of $750,000 of indebtedness of the Company by certain affiliates of the Purchaser. The foregoing does not constitute a complete summary of the terms of the Purchase Agreement or the transactions contemplated thereby, and reference is made to the disclosures contained in Item 1.01 hereof and the complete text of the Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
10.1*		Stock Purchase Agreement dated October 31, 2024 among Titan Environmental Solutions, Inc., Recoup Technologies, Inc. and Recoup Partners, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules, exhibits and similar supporting attachments or agreements to the Stock Purchase Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

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: November 1, 2024	TITAN ENVIRONMENTAL SOLUTIONS INC.
Date: February 14, 2025	TITAN ENVIRONMENTAL SOLUTIONS INC.
	By:	/s/ Glen Miller
		Glen Miller
		Chief Executive Officer

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