Item 3.02. Unregistered Sales of Equity Securities As previously disclosed, on February 11, 2019, Titan International, Inc. ("Titan" or the "Company") entered into a definitive agreement (the "Agreement") with an affiliate of the Russian Direct Investment Fund (the "RDIF affiliate") relating to the previously announced settlement put option that was exercised by the RDIF affiliate. Under the terms of the Agreement, in full satisfaction of the settlement put option that was exercised by the RDIF affiliate, the Company paid $25 million in cash to the RDIF affiliate at the closing of the transaction on February 22, 2019, and agreed, subject to the completion of regulatory approval, to issue 4,032,259 shares of restricted Titan common stock (the "Titan Restricted Stock") to the RDIF affiliate in a private placement. In December 2020, in connection with its liquidation, the RDIF affiliate transferred its right to receive the Titan Restricted Stock to its equity holders (the "RDIF equity holders"). The regulatory approval was received in November 2021 and on December 17, 2021, the Company issued the Titan Restricted Stock to the RDIF equity holders. Based on the terms of the Agreement, the Company retains the right to buy back the Titan Restricted Stock from the RDIF equity holders for $25 million until February 12, 2022.

The issuance of the Titan Restricted Stock was undertaken by the Company without registration, in a private placement, in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D as promulgated by the Securities Exchange Commission under the Securities Act. The Company is relying on such exemptions based in part on representations made by the RDIF equity holders, including representations with respect to the RDIF equity holders' status as accredited investors and investment intent with respect to the Titan Restricted Stock.

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