Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Titan Environmental Solutions Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 89416R101 |
| (CUSIP Number) |
| Eleven 11 Management LLC |
|
156 W Saddle River Road Saddle River, New Jersey 07458 |
| Telephone: (201) 822-2226 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| December 31, 2023 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Eleven 11 Management LLC |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
0 |
| 6. |
SHARED VOTING POWER
1,586,531 (1) | |
| 7. |
SOLE DISPOSITIVE POWER
0 | |
| 8. |
SHARED DISPOSITIVE POWER
1,586,531 (1) |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,586,531 (1) |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% (1) |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
OO |
(1) Does not include 31,579,090 shares of common stock underlying Series A rights to receive common stock (“Series A Rights”) of Titan Environmental Solutions Inc. (the “Issuer”) held by Eleven 11 Management LLC (“Eleven”), which su ch Series A Rights prohibit the exercise of such securities, as applicable, if the holder or its affiliates would beneficially own more than 4.99% of the number of shares of the Issuer’s common stock outstanding immediately after giving effect to the issuance of such shares of common stock upon such exercise (the “4.99% Beneficial Ownership Limitation”).
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey Pazdro |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
The United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. |
SOLE VOTING POWER
0 |
| 6. |
SHARED VOTING POWER
1,586,531 (1) | |
| 7. |
SOLE DISPOSITIVE POWER
0 | |
| 8. |
SHARED DISPOSITIVE POWER
1,586,531 (1) |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,586,531 (1) |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
|
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% (1) |
| 12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
(1) Does not include 31,579,090 shares of common stock underlying Series A Rights of the Issuer held by Eleven, which are subject to the 4.99% Beneficial Ownership Limitation.
Item 1.
|
|
(a) |
Name of Issuer Titan Environmental Solutions Inc. |
| (b) |
Address of Issuer’s Principal Executive Offices 1931 Austin Drive Troy, Michigan 48083 |
Item 2.
|
|
(a) |
Name of Person Filing
This is the first amendment (the “First Amendment”) to the original Schedule 13G, which was filed on August 3, 2023 (the “Original Schedule 13G). This First Amendment is being jointly filed by Eleven and Jeffrey Pazdro. Mr. Pazdro is the manager of Eleven. The filers of this First Amendment are collectively referred to herein as the “Reporting Persons.”
The securities reported herein are held by Eleven. Mr. Pazdro, as the manager of Eleven, may be deemed to beneficially own the securities held by Eleven. To the extent Mr. Pazdro may be deemed to beneficially own such securities, he expressly disclaims any such beneficial ownership, except to the extent of his pecuniary interest therein.
The Joint Filing Agreement of Reporting Persons was filed as Exhibit 1 to the Original Schedule 13G. |
| (b) |
Address of the Principal Office or, if none, residence
The business address of the Reporting Persons is 156 W Saddle River Road, Saddle River, New Jersey 07458. | |
| (c) |
Citizenship
Eleven is organized under the laws of Nevada as a limited liability company. Mr. Pazdro is a citizen of the United States. | |
| (d) |
Title of Class of Securities
Common Stock, par value $0.0001 per share | |
| (e) |
CUSIP Number
89416R101 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) |
Amount beneficially owned by Eleven: 1,586,531 shares of common stock.
Amount beneficially owned by Jeffrey Pazdro: 1,586,531 shares of common stock
| |||
| (b) |
Percent of class owned by Eleven: 6.2%, calculated based on the number of outstanding shares of common stock, 25,386,814, which according to information provided by the Issuer to the Reporting Persons represents the total number of shares of common stock outstanding as of December 31, 2023. Does not include 31,579,090 shares of common stock underlying Series A Rights of the Issuer held by Eleven, which are subject to the 4.99% Beneficial Ownership Limitation.
Percent of class owned by Jeffrey Pazdro: 6.2%, calculated based on the number of outstanding shares of common stock, 25,386,814, which according to information provided by the Issuer to the Reporting Persons represents the total number of shares of common stock outstanding as of December 31, 2023. Does not include 31,579,090 shares of common stock underlying Series A Rights of the Issuer held by Eleven, which are subject to the 4.99% Beneficial Ownership Limitation. | |||
| (c) | Number of shares as to which Eleven has: | |||
| (i) | Sole power to vote or to direct the vote: 0 | |||
| (ii) | Shared power to vote or to direct the vote: 1,586,531 | |||
| (iii) | Sole power to dispose or to direct the disposition of: 0 | |||
| (iv) | Shared power to dispose or to direct the disposition of: 1,586,531 |
|
Number of shares as to which Jeffrey Pazdro has: | |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 1,586,531 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 1,586,531 |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: April 18, 2024
| ELEVEN 11 MANAGEMENT LLC | ||||
| By: | /s/ Jeffrey Pazdro | |||
| Title: | Manager | |||
|
|
||||
| JEFFREY PAZDRO | ||||
| /s/ Jeffrey Pazdro | ||||