Titan Environmental Solutions Inc.

11/01/2024 | Press release | Distributed by Public on 11/01/2024 14:48

Material Agreement Form 8 K

Item 1.01. Material Contracts

On October 31, 2024, Titan Environmental Solutions Inc., a Nevada corporation (the "Company"), entered into a Stock Purchase Agreement dated as of October 31, 2024 (the "Purchase Agreement") among the Company and its wholly-owned subsidiary, Recoup Technologies, Inc., a Delaware corporation ("Recoup"), and Recoup Partners, LLC, a Delaware limited liability company (the "Purchaser"), and consummated the transactions contemplated by Purchase Agreement, including the sale of Recoup to the Purchaser. Recoup is in the business of marketing an aerobic digestion technology solution for the disposal of food waste at the point of generation.

Pursuant to the Purchase Agreement, the Purchaser purchased from the Company all of the capital stock of Recoup for a purchase price equal to $1,000,000, which consisted of a promissory note of the Purchaser in the principal amount of $250,000 and the cancellation and release by certain affiliates of the Purchaser of indebtedness obligations of the Company in the aggregate amount of $750,000. The Purchase Agreement contained standard representations and warranties by the Company and Recoup which, except for fundamental representations, remain in effect for 18 months following the closing date. The Company also agreed that, for a period of five years from the closing date, the Company will not engage in a business that competes with the business of Recoup.

The foregoing description of the Purchase Agreement is a summary only and is qualified in its entirety by reference to the text of the Purchase Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.