UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~ of the ~~Report~~Securities ~~(Date~~Exchange Act of ~~earliest event reported): April 15, 2025~~1934

~~TITAN~~Date ~~ENVIRONMENTAL~~of ~~SOLUTIONS~~Report ~~INC.~~(Date of earliest event reported): June 12, 2025

~~(Exact~~Titan ~~name~~Environmental ofSolutions, ~~registrant as specified in charter)~~Inc.

Nevada		000-56148		30-0580318
(State or other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

300 E. Long Lake Road, Suite 100A Bloomfield Hills, Michigan	48304
Nevada	000-56148	30-0580318
(Address of Principal Executive Offices)	(zip code)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

(248) 775-7400

300 E. Long Lake Road, Suite 100A

Bloomingfield Hills, Michigan

48304

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code: (248) 775-7400

~~Check~~Not ~~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:~~Applicable

~~☐ Written communications pursuant to Rule 425 under the Securities Act~~ (17Former name ~~CFR~~or ~~230.425)~~former ☐address, ~~Soliciting~~if ~~material~~changed ~~pursuant~~since tolast ~~Rule 14a-12(b~~report) 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

☐	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

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) of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

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 5 1.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Appointment~~Entry ofinto ~~Chief~~Binding ~~Financial~~Letter ~~Officer~~of Intent

On ~~April~~June 156, 2025, Titan Environmental ~~Solutions~~Services, Inc. (“Titan”) entered into a binding letter of intent (the “~~Company~~LOI”) for ~~appointed~~the ~~Anna~~potential ~~Skowron~~acquisition as(the “Acquisition”) of Titan by the ~~Company’s~~Windtree ~~Chief~~Therapeutics, Inc., a publicly traded Delaware ~~Financial~~corporation ~~Officer~~which trades on The Nasdaq Capital Market under the symbol “WINT” (“Windtree”). The LOI provides that the Windtree and ~~Secretary,~~Titan ~~effective~~contemplate ~~immediately~~negotiating definitive documentation to effect the Acquisition by way of a purchase of all the issued and outstanding securities of Titan.

~~Anna~~The ~~Skowron,~~proposed ~~age~~terms ~~38,~~of ~~has~~the ~~over 14 years’ experience in strategic accounting and financial leadership~~Acquisition, ~~including~~pursuant ~~serving~~to asthe ~~chief financial~~LOI ~~officer,~~include ~~chief~~consideration ~~accounting~~of ~~officer~~$35 ~~and~~million inof ~~other~~Windtree’s ~~senior~~preferred ~~financial~~stock ~~executive roles at both domestic and multi-national public~~(the ~~and~~“Acquisition ~~private companies~~Shares”). ~~She~~Windtree will also ~~has~~purchase ~~played~~three anotes, ~~key~~pursuant ~~role~~to inthe ~~various business acquisitions and capital raising initiatives across multiple industries. Since 2015~~LOI, ~~Ms.~~in ~~Skowron~~the ~~has served as~~ principal amounts of ~~Skowron Accounting Professional Corporation~~$750,000, with anrespect ~~Advisory~~to ~~firm~~the ~~that~~first ~~specializes in~~note, ~~financial~~and ~~reporting~~$500,000 ~~compliance,~~with ~~corporate~~respect ~~governance~~to ~~and~~the ~~business~~second ~~strategy,~~and inthird ~~which~~notes. ~~capacity~~The ~~she~~first ~~provides~~note ~~accounting~~will ~~advisory~~be ~~services. From~~issued ~~November~~after ~~2014~~the tosigning of ~~April~~the ~~2016~~LOI, ~~Ms.~~the ~~Skowron~~second ~~managed~~on ~~consolidated~~the ~~reporting~~30th ~~across~~day ~~North~~following ~~America~~execution ~~for a division~~ of ~~ArcelorMittal~~the LOI, ~~a global~~and ~~steel~~the ~~corporation.~~third ~~Ms.~~note ~~Skowron~~will ~~holds~~be aissued ~~Bachelor~~on ofthe ~~Commerce~~60th ~~and~~day ~~Finance~~following ~~with~~execution of ~~specialization~~the inLOI. ~~Accounting~~The ~~and~~LOI ~~Economics~~also ~~from~~proposes ~~the University~~that ofTitan ~~Toronto~~will ~~and~~select ~~became~~two amembers ~~member~~ of the ~~Institute~~Windtree’s ofboard ~~Chartered Accounts~~ of ~~Ontario~~directors infollowing ~~2014.~~the ~~She is licensed as a Chartered Professional Accountant~~Acquisition.

~~Ms.~~The ~~Skowron’s~~LOI ~~services~~grants as the Company’s ~~Chief Financial Officer are being secured pursuant to the terms of~~ a ~~CFI~~60-day ~~Consulting~~exclusivity ~~Agreement dated~~period ~~as of April 15, 2025~~ (the “~~Consulting~~Exclusivity ~~Agreement~~Period”) ~~between~~during ~~the~~which ~~Company~~Titan ~~and~~may ~~Skowron~~not ~~Accounting~~pursue ~~Professional~~any ~~Corporation~~transaction ~~(the~~as ~~“Consultant”),~~an ~~where~~alternative ~~Ms. Skowron is a principal. Pursuant~~ to the ~~terms of the Consulting Agreement~~Acquisition. The ~~Company will~~LOI ~~pay~~expires ~~the Consultant compensation~~ at the ~~rate~~end of ~~$13,750~~the ~~per~~Exclusivity ~~month~~Period. ~~This~~Pursuant ~~compensation~~to ~~reflects~~the aterms ~~fractional~~of ~~(part-time, 40-80 hours~~ a ~~month)~~side ~~role~~letter ~~for~~agreement between ~~Ms.~~Windtree ~~Skowron~~ and ~~shall~~Titan, bein ~~subject to periodic review and adjustment at~~ the ~~sole~~event ~~discretion~~that ofTitan ~~the~~does ~~Company.~~not ~~Should~~complete the ~~scope~~ ofAcquisition ~~services~~pursuant ~~required~~to ~~exceed~~ the ~~expectations of a fractional engagement~~LOI, ~~the~~Titan ~~parties~~will ~~agree~~pay toWindtree ~~negotiate in good faith an adjusted~~a ~~compensation~~break-up ~~arrangement~~fee ~~to reflect the additional responsibilities and time commitment required~~ of ~~Ms.~~$8 ~~Skowron~~million.

The ~~Consulting~~foregoing ~~Agreement~~description ~~also~~of ~~provides~~the ~~that~~LOI ~~either~~is ~~party~~not ~~may~~complete ~~terminate~~and ~~the~~are ~~agreement~~qualified atin ~~any~~its ~~time~~entirety by ~~providing~~reference ~~the~~to ~~other party with no less than 90 days’ prior written notice. If~~ the ~~Company~~full ~~terminates~~text ~~the~~filed ~~Consulting~~as ~~Agreement~~Exhibit ~~without providing the required 90 days’~~10.1 ~~notice, it shall pay the Consultant an amount equal~~ to ~~the~~this ~~fees~~Current ~~that~~Report ~~would have been payable during the notice period, in lieu of such notice. This payment in lieu shall be calculated based~~ on ~~the~~Form ~~average~~8-K ~~monthly~~and ~~fees~~incorporated ~~invoiced~~herein by ~~the Consultant during the three months immediately preceding termination~~reference.

~~The~~Item ~~foregoing~~2.03 ~~description~~Creation of ~~the~~a ~~Consulting~~Direct ~~Agreement~~Financial ~~does~~Obligation ~~not~~or ~~purport~~an toObligation beunder ~~complete~~an ~~and~~Off-Balance isSheet ~~qualified~~Arrangement inof ~~its entirety by reference to the Consulting Agreement,~~ a ~~copy of which is attached to this Current Report as Exhibit 10~~Registrant.~~1 and incorporated herein by reference.~~

~~There~~June ~~are no family relationships between Ms. Skowron and any director or other executive officer of the Company~~5, ~~nor~~2025 ~~are~~Senior there any transactions to which the Company was or is a participant and in which Ms. Skowron has a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Skowron and any other person pursuant to which she was appointed as an officer of the Company.Note

~~Termination~~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 ~~Michael~~$6,617,857 ~~Jansen~~(the “Note”), with an original issuance discount of $1,985,357. The Company plans to use the proceeds of the Standard Note, when received, for the repayment of certain outstanding debt and general working capital.

OnThe ~~April~~Note matures on the earlier of (i) January 15, ~~2025,~~2026 ~~the~~and ~~Company~~(ii) ~~terminated~~the ~~Michael~~initial ~~Jansen~~time asof the Company’s ~~Chief~~consummation ~~Financial~~of ~~Officer.~~the ~~However,~~acquisition of ~~Mr.~~all ~~Jansen~~of ~~will~~the ~~continue in~~issued ~~the~~and ~~employ~~outstanding equity of the Company inby ~~its~~Windtree. ~~accounting~~The ~~group.~~Note ~~Mr.~~does ~~Jansen~~not ~~had~~accrue ~~assumed~~interest. ~~the~~If ~~office~~an Event of ~~Chief~~Default ~~Financial~~occurs, as ~~Officer~~defined ofin the Note, then Windtree may (i) declare all outstanding principal and other sums payable to be immediately due and payable and (ii) exercise any and all of its other rights under applicable law. The Company atmay prepay the ~~time~~Standard Note but anticipates repayment of the ~~Company’s~~Note ~~acquisition~~through ofthe ~~Titan~~adjustment ~~Trucking~~of inthe ~~May~~Acquisition ~~2023~~Shares.

The ~~Company’s~~foregoing ~~decision~~description toof ~~terminate~~the ~~Mr.~~Note ~~Jansen’s~~is ~~role~~not ascomplete ~~Chief~~and ~~Financial~~are ~~Officer~~qualified ~~was~~in ~~not~~its ~~related~~entirety toby ~~any~~reference ~~disagreements~~to ~~between~~ the ~~Company~~full ~~and~~text ~~Mr.~~filed ~~Jansen~~as onExhibit ~~any matter relating~~ 4.1 to ~~the~~this ~~Company’s~~Current ~~operations,~~Report ~~policies~~on orForm ~~practices~~8-K orand ~~any~~incorporated ~~issues~~herein ~~regarding~~by ~~financial disclosures, accounting or legal matters~~reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1		CFO Consulting Agreement dated as of April 15, 2025 between the Company and Skowron Accounting Professional Corporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The following exhibits are being filed herewith:

Exhibit No.		Document
4.1		Form of Senior Note issued to Standard Waste Services, LLC on June 5, 2025

99.1		Letter of Intent entered into with Windtree Therapeutics, Inc.

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~~thereunto duly authorized.

Date: April 21, 2025	TITAN ENVIRONMENTAL SOLUTIONS INC.
	By:	/s/ Glen Miller
		Glen Miller
		Chief Executive Officer

Titan Environmental Solutions, Inc.

By:	/s/ Glen Miller
Name:	Glen Miller
Title:	Chief Executive Officer

Date: June 12, 2025

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