8-K
Titan Environmental Solutions Inc. (TESI)
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): April 7, 2025
TITAN
ENVIRONMENTAL SOLUTIONS INC.
(Exact name of registrant as specified in charter)
| Nevada | 000-56148 | 30-0580318 |
|---|---|---|
| (State<br> or other Jurisdiction of<br><br> <br>Incorporation<br> or Organization) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 300 E. Long Lake Road, Suite 100A<br><br> <br>Bloomfield Hills, Michigan | 48304 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
On 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:
EdwardJ. Borkowski,** age 65***,*** is a healthcare executive who currently serves as an independent consultant. From April 2023 to July 2024, Mr. Borkowski was Executive Vice President and Chief Financial Officer of Purdue Pharma LP, a privately-held pharmaceutical company that is currently in bankruptcy. From January 2020 to October 2022, he was an Executive Vice President of Therapeutics MD, Inc., a pharmaceutical company focused on family planning and women’s health issues. From April 2018 to December 2019, he served as an Executive Vice President of MiMedx Group, Inc. (Nasdaq: MDGX), a transformational placental biologics company. Previously, he served as the Chief Financial Officer of Aceto Corporation (Nasdaq: ACET), now known as Actylis, a global manufacturer and supplier of raw materials and performance ingredients for the Life Sciences, Specialty Chemicals, and AgriScience industries, from February 2018 to April 2018, and has held several executive positions with Concordia International, an international specialty pharmaceutical company, between May 2015 to February 2018. Mr. Borkowski has also served as Chief Financial Officer of Amerigen Pharmaceuticals, a generic pharmaceutical company with a focus on oral, controlled release products, and as the Chief Financial Officer and Executive Vice President of Mylan N.V. In addition, Mr. Borkowski previously held the position of Chief Financial Officer with Convatec, a global medical device company focused on wound care and ostomy, and Carefusion, a global medical device company for which he helped lead its spin-out from Cardinal Health into an independent public company. Mr. Borkowski also serves on the board of directors of Entero Therapeutics Inc (NASDAQ: ENTO), a clinical stage biopharmaceutical company, a position he has held since May 2015. He started his career with Arthur Andersen & Co. after receiving his MBA from 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 Executive Committee of Allegheny College.
EdwardF. Feighan, age 77, is currently, and has been since 2016, the Chairman and Chief Executive Officer of Covius LLC, a privately-held firm providing a range of services to the mortgage securitization industry. Mr. Feighan has been an owner and director of Continental Heritage Insurance Company, an early leader in the cannabis insurance market which provides surety bonds and other insurance solutions to the emerging cannabis markets, for more than 20 years. Previously, Mr. Feighan served as Chairman and Chief Executive Officer of ProCentury Insurance Corporation from its initial public offering in 2004 until the sale of the company to another public insurance group in 2008. In 1996, Mr. Feighan was the founding Chief Executive Officer of Century Business Services (NYSE: CBZ). Mr. Feighan held elective office in Cleveland, Ohio for 20 consecutive years from 1973 to 1993. After being elected to three terms in the Ohio House of Representatives from 1973 to 1979, Mr. Feighan served a four-year term as a Cuyahoga County Commissioner in the State of Ohio. Subsequently, Mr. Feighan served five terms as a Member of the United States House of Representatives from 1983 to 1993. During those ten years, Mr. Feighan served on the U.S. House Judiciary Committee and Foreign Affairs Committee. Mr. Feighan earned his law degree from Cleveland State University in 1978. Mr. Feighan is also Chairman of the Board of Range Impact Inc. (OTCQB: RNGE), a public impact investing company. The Board believes Mr. Feighan’s extensive operational and executive experience with growth companies pursuing business combination transactions, as well as his fundraising and regulatory insight and public service experience, will provide us a critical voice and perspective as we continue to develop our business and grow our operations.
There are no arrangements or understandings between Mr. Borkowski or Mr. Feighan and any other person or persons pursuant to which Mr. Borkowski or Mr. Feighan was selected as a director of the Company. There are no current or proposed transactions in which Mr. Borkowski or Mr. Feighan, or any member of the immediate family of Mr. Borkowski or Mr. Feighan, has an interest that is required to be disclosed under Item 404(a) of Regulation S-K promulgated by the Securities Exchange Commission.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On April 9, 2025, the Company issued a press release announcing the appointment of Messrs. Borkowski and Feighan as members of the Board.
A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference. The exhibit furnished under Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| 99.1 | Press<br> release, dated April 9, 2025 |
|---|---|
| 104 | Cover<br> 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:<br> April 9, 2025 | TITAN ENVIRONMENTAL SOLUTIONS INC. | |
|---|---|---|
| By: | /s/ Glen Miller | |
| Glen<br> Miller | ||
| Chief<br> Executive Officer |
Exhibit99.1
TitanEnvironmental Solutions Inc. Appoints Edward J. Borkowski and Edward F. Feighan to its Board of Directors
BloomfieldHills, MI—April 9, 2025 –Titan Environmental Solutions Inc. (“Titan” or the “Company”) (OTCQB: TESI), an integrated provider of non-hazardous solid waste and recycling collection, transportation, transfer and disposal services, today announced the appointment of Edward J. Borkowski and Edward F. Feighan to its board of directors, effective immediately.
EdwardJ. Borkowski,** age 65***,*** is a healthcare executive who currently serves as an independent consultant. From April 2023 to July 2024, Mr. Borkowski was Executive Vice President and Chief Financial Officer of Purdue Pharma LP, a privately-held pharmaceutical company that is currently in bankruptcy. He was also Executive Vice President for Therapeutics MD, Inc., a pharmaceutical company focused on family planning and women’s health issues, a position he has held from January 2020 to October 2022. Mr. Borkowski also serves on the board of directors of Entero Therapeutics Inc, a clinical stage biopharmaceutical company, a position he has held since May 2015. He started his career with Arthur Andersen & Co. after receiving his MBA from 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 Executive Committee of Allegheny College.
EdwardF. Feighan, age 77, is currently, and has been since 2016, the Chairman and Chief Executive Officer of Covius LLC, a privately-held firm providing a range of services to the mortgage securitization industry. Mr. Feighan has been an owner and director of Continental Heritage Insurance Company, an early leader in the cannabis insurance market which provides surety bonds and other insurance solutions to the emerging cannabis markets, for more than 20 years. Previously, Mr. Feighan served as Chairman and Chief Executive Officer of ProCentury Insurance Corporation from its initial public offering in 2004 until the sale of the company to another public insurance group in 2008. Mr. Feighan is also Chairman of the Board of Range Impact Inc., a public impact investing company. Mr. Feighan served five terms as a Member of the United States House of Representatives from 1983 to 1993. During those ten years, Mr. Feighan served on the U.S. House Judiciary Committee and Foreign Affairs Committee. Mr. Feighan earned his law degree from Cleveland State University.
“We are pleased to welcome Ed Borkowski and Ed Feighan to our Board of Directors,” said Glen Miller, Chairman and Chief Executive Officer of Titan. “Their extensive experience in financial controls coupled with their significant public company board experience will be instrumental in guiding our continued growth and focus on operational excellence. In addition, their knowledge, experience and institutional relationships will enable us to expand Titan’s market presence both organically and acquisitively as we move toward a listing on a national securities exchange and execution of our business plan.”
FORMORE INFORMATION
Glen Miller
Chief Executive Officer
IR@titancares.com
AboutTitan Environmental Solutions Inc.
Titan Environmental Solutions Inc., based in Bloomfield Hills, MI, is an environmental services company with an emphasis on improving environmental efficiency while relying on brick and mortar, cash-flow-generating traditional waste management and recycling targets. In additional to Titan’s waste services businesses, the Company will focus on being a consolidator of environmental service companies with a focus on acquiring well-established, cash-flow-generating assets in the environmental industry, vertically integrating its operations and integrating future acquisitions into its waste management businesses. Titan’s goal is to continue to grow as an entrepreneurial-driven, service-oriented, waste and recycling solutions company with a comprehensive waste solution platform to meet customer demands, including, collections, hauling, recycling, and technology-based waste reduction solutions. The Company’s vertically aligned services provide customers with convenience and increased revenues by lowering waste disposal costs. Please visit www.TitanCares.com for more information on the services Titan offers or call 248-775-7400.
Forward-LookingStatements
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Titan’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Titan’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to, those described under the heading “Risk Factors” in the Company’s Annual Report filed with the Securities and Exchange Commission (“SEC”) on Form 10-K, the Company’s Quarterly Reports on Form 10-Q and the Company’s Current Reports on Form 8-K.
Titan cautions that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in Titan’s most recent filings with the SEC. All subsequent written and oral forward-looking statements concerning Titan or other matters and attributable to Titan or any person acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. Titan cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Titan does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.