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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): May 20, 2024

 

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. ☐

 

 

 

 
 

 

Explanatory Note

 

On June 3, 2024, Titan Environmental Solutions Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission. This amendment (this “Amendment”) to the Original Form 8-K supplements Item 1.01 of the Original Form 8-K under the heading “Series B Preferred Stock Offering” thereto, for the sole purpose of clarifying the correct number of shares of Series B Preferred Stock, Warrants, and PA Warrants (as each is defined therein) issued in the private placement and clarifying the correct aggregate purchase price paid to the Company in the private placement. Except as set forth in this Amendment, the Original Form 8-K remains unchanged. The Original Form 8-K is incorporated herein by reference, and any and all references to the Original Form 8-K made in this Amendment are qualified by reference to the Original Form 8-K.

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Series B Preferred Stock Offering

 

This Amendment amends Item 1.01 of the Original Form 8-K to correct (i) the aggregate number of shares of Series B Preferred Stock issued from 427,260 shares to 422,200 shares, (ii) the aggregate purchase price paid to the Company from $4,272,600 to $4,222,000, (iii) the aggregate number of shares of Common Stock issuable upon exercise of the Warrants from 40,126,500 shares to 42,220,000 shares and (iv) the aggregate number of shares of Common Stock issuable upon exercise of the PA Warrants from 4,012,650 shares to 8,444,000 shares.

 

 
 

 

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 6, 2024 TITAN ENVIRONMENTAL SOLUTIONS INC.
     
  By: /s/ Glen Miller
    Glen Miller
    Chief Executive Officer

 

 

 

v3.24.1.1.u2
Cover
May 20, 2024
Cover [Abstract]  
Document Type 8-K/A
Amendment Flag true
Amendment Description Amendment No. 1
Document Period End Date May 20, 2024
Entity File Number 000-56148
Entity Registrant Name TITAN ENVIRONMENTAL SOLUTIONS INC.
Entity Central Index Key 0001514056
Entity Tax Identification Number 30-0580318
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 300 E. Long Lake Road
Entity Address, Address Line Two Suite 100A
Entity Address, City or Town Bloomfield Hills
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48304
City Area Code (248)
Local Phone Number 775-7400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
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