Titan Environmental Solutions Completes Asset Acquisition

TL;DR

Titan Environmental Solutions just bought some assets from 06 Technology. Big moves!

AI Summary

Titan Environmental Solutions Inc. announced on May 20, 2024, the completion of its acquisition of certain assets from 06 Technology. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation. This filing follows a name change from TRAQIQ, INC. in 2017.

Why It Matters

This filing indicates a significant operational expansion for Titan Environmental Solutions through the acquisition of assets, potentially impacting its market position and future revenue streams.

Risk Assessment

Risk Level: medium — The acquisition of assets and unregistered sales of equity securities introduce potential financial and operational risks that require further investigation.

Key Players & Entities

• Titan Environmental Solutions Inc. (company) — Registrant
• 06 Technology (company) — Seller of acquired assets
• TRAQIQ, INC. (company) — Former company name
• May 20, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — e shares of the Company's common stock, $0.0001 par value per share ("Common Stock"). T
• $0.06 — be exercisable at an exercise price of $0.06 per share of Common Stock, subject to c
• $4,272,600 — tock for an aggregate purchase price of $4,272,600. In connection with such SPA Closing, t
• $652,500 — Sellers a cash deposit in the amount of $652,500 (the "Closing Deposit") which was not r
• $10,440,000 — ice") was revised to the following: (a) $10,440,000 in cash (the "Cash Consideration"), les
• $2,359,898.24 — he Short Term Note (defined below); (b) $2,359,898.24 payable in the form of secured promisso
• $500,000 — to the Sellers (the "Seller Note"); (c) $500,000 payable in the form of a short term pro
• $533,000 — the Closing in an amount not to exceed $533,000; (e) an amount of shares of the Company
• $2,610,000 — e "Series A Preferred Stock"), equal to $2,610,000, to be represented by 522,000 shares of
• $300,000 — , that, at the Closing, the issuance of $300,000 in Investment Shares would be deferred
• $4,000,000 — . On the Closing Date, the Buyer paid $4,000,000 in cash to the Sellers as the Cash Cons
• $23,333.33 — nthly retainer payment in the amount of $23,333.33 (or $280,000 annually). Mr. Campo will
• $280,000 — payment in the amount of $23,333.33 (or $280,000 annually). Mr. Campo will also be entit
• $17 million — ustomer base, represented approximately $17 million of revenue in 2023. The foregoing des

Filing Documents

• form8-k.htm (8-K) — 83KB
• ex2-2.htm (EX-2.2) — 48KB
• ex2-3.htm (EX-2.3) — 46KB
• ex3-1.htm (EX-3.1) — 16KB
• ex4-1.htm (EX-4.1) — 178KB
• ex10-1.htm (EX-10.1) — 499KB
• ex10-2.htm (EX-10.2) — 165KB
• ex10-3.htm (EX-10.3) — 30KB
• ex10-4.htm (EX-10.4) — 26KB
• ex10-5.htm (EX-10.5) — 43KB
• ex10-6.htm (EX-10.6) — 59KB
• ex99-1.htm (EX-99.1) — 14KB
• ex3-1_001.jpg (GRAPHIC) — 89KB
• ex3-1_002.jpg (GRAPHIC) — 169KB
• ex3-1_003.jpg (GRAPHIC) — 150KB
• ex3-1_004.jpg (GRAPHIC) — 148KB
• ex3-1_005.jpg (GRAPHIC) — 128KB
• ex3-1_006.jpg (GRAPHIC) — 202KB
• ex3-1_007.jpg (GRAPHIC) — 191KB
• ex3-1_008.jpg (GRAPHIC) — 209KB
• ex3-1_009.jpg (GRAPHIC) — 199KB
• ex3-1_010.jpg (GRAPHIC) — 203KB
• ex3-1_011.jpg (GRAPHIC) — 184KB
• ex3-1_012.jpg (GRAPHIC) — 180KB
• ex3-1_013.jpg (GRAPHIC) — 195KB
• ex3-1_014.jpg (GRAPHIC) — 174KB
• ex3-1_015.jpg (GRAPHIC) — 55KB
• ex3-1_016.jpg (GRAPHIC) — 88KB
• ex99-1_001.jpg (GRAPHIC) — 14KB
• 0001493152-24-022475.txt ( ) — 5138KB
• tesi-20240520.xsd (EX-101.SCH) — 3KB
• tesi-20240520_lab.xml (EX-101.LAB) — 33KB
• tesi-20240520_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

Financial statements of businesses acquired

Financial statements of businesses acquired. The financial statements required by Item 9.01 with respect to the acquisition described in Item 2.01 are not being filed herewith but will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01. (b) Pro forma financial information. The pro forma financial information required by Item 9.01 with respect to the acquisition described in Item 2.01 above is not being furnished herewith but will be furnished by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01. (d) Exhibits. Exhibit Description 2.1* Membership Interest Purchase Agreement by and among Dominic Campo and Sharon Campo, as the Sellers, Standard Waste Services, LLC, and Titan Trucking, LLC, as Buyer, dated January 12, 2024 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on January 16, 2024). 2.2* Second Amendment to Membership Interest Purchase Agreement by and among Dominic Campo and Sharon Campo, as the Sellers, Standard Waste Services, LLC, and Titan Trucking, LLC, as Buyer, dated May 20, 2024. 2.3 Third Amendment to Membership Interest Purchase Agreement by and among Dominic Campo and Sharon Campo, as the Sellers, Standard Waste Services, LLC,and Titan Trucking, LLC, as Buyer, dated May 30, 2024. 3.1 Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock of Titan Environmental Solutions Inc. 3.2 Certificate of Designation of Series B Convertible Preferred Stock, as amended, of Titan Environmental Solutions Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on April 4, 2024). 4.1 Form of Warrant to Purchase Common Stock. 10.1* Securit

SIGNATURES

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: June 4, 2024 TITAN ENVIRONMENTAL SOLUTIONS INC. By: /s/ Glen Miller Glen Miller Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR