TESI 8-K
Titan Environmental Solutions Inc. (TESI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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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 March 22, 2023, by unanimous written consent, the Company’s board of directors (the “Board”) appointed Mr. Frank E. Celli as a member of the Board. Mr. Celli will serve as a director until his successor is elected and qualified.
In connection with Mr. Celli’s appointment, on March 22, 2023, the Company and Mr. Celli signed an offer letter (the “Offer Letter”), pursuant to which Mr. Celli shall receive a yearly compensation of $60,000. In addition, Mr. Celli shall receive equity compensation in the form of 1,809,535 shares of common stock, vesting in six equal semi-annual installments over three years. Pursuant to the terms of the Offer Letter, Mr. Celli’s term shall continue until Mr. Celli’s successor is elected and qualified. Mr. Celli may terminate his membership on the Board for any or no reason by delivering a written notice of resignation to the Company.
Biographical Information for New Director.
Frank E. Celli, Interim Executive Chairman
Mr. Celli has been in the waste and recycling industry for 35 years. Over the course of his career, he has been an owner and CEO of multiple solid waste companies, with experience in numerous facets of the industry, including waste collection, transfer station operations, landfill operations and recycling operations. Mr. Celli was co-founder and CEO of Interstate Waste Services from 2000 to 2006. Since May 2022, Mr. Celli has served as Managing Member of FC Advisory a management consulting company, and, since 2020, Mr. Celli has served as a consultant and strategic corporate advisor at Direct Waste Services, Inc., a solid waste collection and recycling company, positions that Mr. Celli continues to hold. From August 2015 until November 5, 2020, Mr. Celli served as Chief Executive Officer and from August 2015 until March 18, 2022, Mr. Celli served as Chairman of the Board, of BioHitech Global, Inc. (NASDAQ: BHTG), a waste reduction and technology company that was rebranded to Renovare Environmental, Inc. (NASDAQ:RENO) in December 2021. Over the course of his career, Mr. Celli has completed over 50 acquisitions and spearheaded multiple exits. Mr. Celli has a Bachelor of Science degree from Pace University Lubin School of Business.
There are no family relationships between Mr. Celli and any of our other officers and directors. Except for the Offer Letter filed as Exhibit 10.1 hereto and incorporated by reference herein, Mr. Celli is not party to any agreement with the Company since the beginning of our last fiscal year.
| Item 7.01 | Regulation FD Disclosure |
On March 24, 2023, the Company issued a press release announcing that it has executed a non-binding letter of intent to acquire a platform environmental services company in furtherance of its intended future business model. The full text of the press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01 of this Current Report, including Exhibit 99.1, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
See the Exhibit Index below, which is incorporated by reference herein.
| Exhibit No. | Description | |
| 10.1 | Frank Celli Offer Letter | |
| 99.1 | Press Release | |
| 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 duly authorized.
| Date: March 24, 2023 | TRAQIQ, INC. | |
| By: | /s/ Ajay Sikka | |
| Name: | Ajay Sikka | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
March ___, 2022
Dear Frank,
Terms of appointment as Interim Executive Chairman
On behalf of the board of directors (Board) of TraQiQ, Inc. (Company) we are pleased to confirm the terms of your appointment as Interim Executive Chairman of the Company (Appointment).
This letter (Engagement Letter) supersedes and replaces all other negotiations, understandings and agreements between you and the Company in relation to the subject matter of this letter.
Set out below are the terms and conditions of your Appointment.
| 1. | Appointment and role |
| 1.1 | Subject to you providing your consent to act as a director of the Company, your Appointment will commence on March 23rd, 2023 (Commencement Date). |
| 1.2 | Your Appointment is governed by the relevant SEC & FINRA rules that govern the OTC Markets (Corporations Act), the Company’s constitution (Constitution), the official listing rules (OTC Markets Listing Rules) of the OTC Securities Exchange (OTC), common law, and the Company’s Board charters and corporate governance policies as are in force from time to time. |
| 1.3 | Your role as a director of the Company (Director) will be that of Interim Executive Chairman. |
| 1.4 | Continuation of your Appointment is subject to the Corporations Act and your successful re-election under the Constitution and, when applicable, the Nasdaq Listing Rules. The office you hold as a Director becomes vacant in the following circumstances: |
| (a) | you cease to be a Director under any provision of the Corporations Act; |
| (b) | you become bankrupt or make any arrangement or composition with your creditors generally; |
| (c) | you become prohibited from being a Director by reason of any order made under the Corporations Act; |
| (d) | you become of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; |
| (e) | you resign your office by notice in writing to the Company; |
| (f) | you are removed from office by resolution of the Company’s shareholders; |
| (g) | you are not re-elected to office; |
| (h) | you are directed to resign in accordance with clause 8(c); or |
| (i) | any other circumstances as specified in the Constitution. |
| 1.5 | You agree to submit your resignation as a Director (and any office held in a related body corporate of the Company (as that term is defined in the Corporations Act)) if, for any reason your Appointment ceases in accordance with this clause. After cessation of your Appointment, if you fail to resign from any office held in the Company or any of its related bodies corporate, the Company is irrevocably authorised to appoint another person in your name and on your behalf to execute all documents and do all things requisite to give effect thereto. |
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| 1.6 | After cessation of your Appointment, however occurring, you will not represent being in any way connected with or interested in the business of the Company or any of its related bodies corporate. |
| 2. | Duties |
| 2.1 | The Company engages you to perform all duties consistent with that of an Interim Executive Chairman of a company listed on the OTC Market or Nasdaq. In performing your duties as an Inerim Executive Chairman you must, among other things: |
| (a) | adopt a part time leadership role in the conduct of the responsibilities of the Company and lead and manage the Company in the discharge of its duties; |
| (b) | comply with the Company’s corporate governance policies, including its code of conduct, anti-bribery and corruption policy, and trading policy; |
| (c) | attend Board meetings and any other committee meeting requiring your attendance; |
| (d) | attend each annual general meeting of the Company; |
| (e) | ensure that the Board meets regularly and has adequate information to ensure that the Board is kept properly informed of the financial position and performance of the Company; and |
| (f) | monitor management, the assessment of the Company’s financial position and performance and the detection and assessment of risks and material adverse developments. |
| 2.2 | You must faithfully and diligently perform the duties and exercise the powers consistent with the position of an Interim Executive Chairman: |
| (a) | with the utmost good faith towards the Company and its associated entities both in carrying out your duties under this Engagement Letter and in all your dealings with the Company and its associated entities; |
| (b) | to promote the interests of the Company and its associated entities; and |
| (c) | to always act in the best interests of the Company and its associated entities. |
| 2.3 | By accepting these terms of your Appointment, you are deemed to have confirmed to the Company that you are able to allocate sufficient time to meet the expectations of your role. |
| 3. | Fees |
| 3.1 | As an Interim Executive Chairman, you will be entitled to fees of $5,000 per month, plus any superannuation to the extent that it is payable under legislation applicable at the time (Fees), which will be payable pro-rata in arrears on a monthly basis and accrue on and from the Commencement Date. Cash payments can be expected June 2023 onwards. |
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| 3.2 | An increase in your Fees may be determined by the Board, and subject to obtaining any shareholder approvals required under the Constitution and the OTC Markets or Nasdaq Listing Rules. |
| 3.3 | You agree that, notwithstanding any other provision of this Engagement Letter, to the extent that the Corporations Act or the OTC Markets or Nasdaq Listing Rules prohibit or limit any payment required under this Engagement Letter, the Company (or any other group company) shall not be bound to make such payment. |
| 4. | Equity incentives |
The Company agrees to offer you a total of 1,800,000 Restricted shares, with a 3-year vesting cycle, pursuant to the Company’s equity incentive plan on the terms and conditions set out in a separate offer document.
| 5. | Expenses |
| 5.1 | The Company will reimburse you for: |
| (a) | all out-of-pocket expenses necessarily incurred in the performance of your duties as a Director including reasonable expenses relating to entertainment, accommodation, meals, telephone and travelling; and |
| (b) | all reasonable office and parking expenses incurred in the performance of your duties as a Director. |
| 5.2 | It is a condition precedent to your entitlement to reimbursement of expenses under paragraph 5.1 that you provide the Company with reasonable evidence and documentation (such as invoices) of the expenses incurred and that the incurring of the expenses otherwise complies with the applicable policies of the Company in force from time to time. |
| 6. | Indemnity, Insurance and Access |
| 6.1 | You will be insured under the Company’s Directors’ and Officers’ liability insurance policy. We confirm that you have entered into a Deed of Indemnity, Insurance and Access on or about the date of this Engagement Letter in relation to, among other things, the terms of such insurance. Any lapse in the Company’s Directors’ and Officers’ liability insurance policy will be grounds for your immediate resignation from your duties. |
| 6.2 | You will also be indemnified by the Company, and have access to company documents following any cessation of your appointment, on the terms set out in the Deed of Indemnity, Insurance and Access. |
| 7. | Independent advice |
| 7.1 | You are entitled to seek independent professional advice at the expense of the Company as may be reasonably required to assist you to carry out your duties as a Director. |
| 7.2 | Before seeking such independent professional advice, you must obtain prior approval of a Director nominated by the Board, which approval will not be unreasonably withheld. |
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| 8. | Disclosure of information |
By accepting the terms and conditions of this Engagement Letter, you:
| (a) | represent to the Company that you have provided all material information which is relevant to the Board and the Company in making an informed decision on whether or not to elect you as a Director; |
| (b) | to the extent that it has not already done so, consent to the Company undertaking such background and other checks with respect to your character, experience, education, criminal history and bankruptcy history as are considered appropriate by the Company (Background Checks); and |
| (c) | unequivocally undertake that in the event that the Company receives results of a Background Check that it considers unsatisfactory, you will resign upon a request to do so from the Board. |
| 9. | Disclosure of interests |
| 9.1 | You are required to disclose to the Company any interests, positions, relationships or matters which may affect your independence or which may give rise to a conflict of your personal interests and your duties as a Director. In the first instance, this disclosure will be required at the time of your Appointment and subsequent to that time you are required to notify the Company anytime there is any change in these interests. |
| 10. | Confidential Information |
| 10.1 | In this Engagement Letter, Confidential Information means all information, know-how, intellectual property, ideas and technology of the Company or its associated entities including, without limitation, copyrights, technical data, trade secrets, business plans, marketing plans, sales plans, financial information, business records, research and development information, inventions, designs, processes and any data bases, data surveys, customer lists, specifications, drawings, records, reports, software or other documents or information whether in writing or otherwise. |
| 10.2 | By signing this Engagement Letter, you acknowledge that all Confidential Information you receive and acquire during the course of your Appointment is the exclusive property of the Company and its associated entities and will be protected by this Engagement Letter throughout the world. |
| 10.3 | You undertake during and after your Appointment not to: |
| (a) | use any Confidential Information, except to the extent necessary for the performance of your duties as a Director; and |
| (b) | disclose Confidential Information directly or indirectly or give access to the Confidential Information to any person, other than: |
| (i) | to those persons to whom disclosure is required in order to perform your duties as a Director; |
| (ii) | to legal and financial advisors; |
| (iii) | Confidential Information that was public knowledge at the time of your Appointment or became so at a later date (other than as a result of a breach by you); or |
| (iv) | as required by law or the OTC Markets or Nasdaq Listing Rules. |
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| 10.4 | You agree to maintain adequate facilities and procedures to prevent loss or unauthorised disclosure of all Confidential Information. |
| 10.5 | You agree to immediately notify the Company of any suspected or actual unauthorised use or disclosure of Confidential Information. |
| 10.6 | This paragraph 10 survives termination of this Engagement Letter and your Appointment. |
| 11. | Intellectual property |
| 11.1 | By signing this Engagement Letter, you acknowledge and agree that the Company owns each of the following items and any intellectual property in them (whether registrable or not) being anything: |
| (a) | you make, discover or develop in connection with the Company or its associated entities during your Appointment; |
| (b) | you make, discover or develop within 12 months after the termination of your Appointment if it is based on something you made, discovered, developed or conceived in connection with your Appointment; and |
| (c) | you make, discover or develop after you leave the Company using information obtained during your Appointment. |
| 11.2 | You must promptly do all things and execute all documents as the Company may from time to time consider necessary and desirable for the purposes of securing to the Company the registration of any intellectual property rights or the ownership of any intellectual property. |
| 11.3 | This paragraph 11 survives termination of this Engagement Letter and your Appointment. |
| 12. | Return of property |
| 12.1 | On cessation of your Appointment, you must: |
| (a) | return to the Company all Confidential Information physically capable of delivery and all tangible property of the Company including but not limited to all books, documents, papers, materials, credit cards and keys; and |
| (b) | destroy all electronically stored information which is property of the Company and which is stored on property not owned by the Company. |
| 12.2 | You will be entitled to retain any items of personal property and a full set of Board papers and minutes relating to the period in which you were a Director. |
| 13. | Governing law |
This Engagement Letter is governed by, and is to be construed in accordance with, the laws of the State of California and the parties submit themselves to the exclusive jurisdiction of the Courts of that jurisdiction.
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| 14. | Further assurance |
Each party must sign all documents, and do all acts and things, that may reasonably be required in order to implement and give full effect to the provisions and purposes of this letter before and after its execution.
To accept the terms and conditions of this Engagement Letter, please sign and date both copies of this Engagement Letter where indicated below, and return one copy to the Company’s offices, marked to the attention of the Company Secretary.
Yours sincerely,
Ajay Sikka
CEO
For and
on behalf of TraQiQ, Inc.
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Acceptance
I, Frank E. Celli , understand and accept the terms of my Appointment as contained in this Engagement Letter.
Signature: __________________________
Date: ______________________________
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Exhibit 99.1
TraQiQ Announces Strategic Shift Towards Environmental Services; Signs Non-Binding Letter of Intent for Platform Acquisition
Bellevue, WA; March 24, 2023
TraQiQ, Inc. (OTC QB: TRIQ) (the “Company” or “TraQiQ”), announced today that it plans to shift the focus of its business to alternative environmental services going forward. The Company also announced that it has executed a non-binding letter of intent to acquire a platform environmental services company as a first step toward its intended future business model. The target acquisition had run-rate revenues of approximately $5,000,000 for the year ended 2022, and brings a well-seasoned industry management team that is expected to remain with the Company to lead its future endeavors. The Company anticipates closing the acquisition in the second quarter of 2023, although there can be no assurance that it will do so.
About TraQiQ, Inc.
TraQiQ is a technology-enabled environmental services company. The Company provides solutions for food waste processing, which includes onsite digestors for food waste processing, along with cloud-based software tracking and analytics solutions. The Company continues to focus on long term sustainability.
For more information visit https://www.RecoupEnv.com/.
Please join the conversation on our TraQiQ supporter’s Telegram group at https://t.me/traqiq
Cautionary Note Regarding Forward-Looking Statements
Statements contained herein, including those related to the proposed acquisition, that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the current beliefs and expectations of the Company’s management about the Company’s future operating results, performance and opportunities, which are subject to substantial risks and uncertainties. The potential risks and uncertainties include, among others, the risks listed in the Company’s most recent annual report on Form 10-K and other documents filed by the Company with the Securities and Exchange Commission. Actual results, performance, prospects, and opportunities to may differ materially from those set forth in, or implied by, the forward-looking statements.
For inquiries:
TraQiQ, Inc.
Tel: +1 425-818-0560
Email: [email protected]