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SUGARMADE, INC. (OTCMKTS:SGMD) Files An 8-K Entry into a Material Definitive Agreement

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ME Staff 8-k
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SUGARMADE, INC. (OTCMKTS:SGMD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On June 11, 2021 SWC Group, Inc. (“SWC”), a California corporation and wholly-owned subsidiary of Sugarmade, Inc. (the “Company’’) entered into a Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Non-Residential) (the “Purchase Agreement”) of same date with Paredes Diana K Tr / Shalom Trust (“Seller”), to which the SWC agreed to purchase an approximately 1,175 square foot property located at 5058 Valley Blvd., Los Angeles, CA 90032 (the “Real Property”) from Seller, for a total purchase price of $830,000 (the “Purchase Price”). The Purchase Price is payable $249,000 in a cash down payment for an earnest money deposit, which as has been deposited in escrow as of the date of this Current Report on Form 8-K. The remaining $581,000 will be paid at the closing of the Purchase Agreement (the “Closing”), at which time, Real Property will be purchased by SWC from the Seller.

The Closing of the transaction is subject to certain closing customary closing conditions for a transaction of this type, and is expected to close fifteen (15) days after the waiver or satisfaction of SWC’s “Buyer Contingencies” set forth in the Purchase Agreement. Notwithstanding anything to the contrary in the Purchase Agreement, SWC has 30 days from the receipt of all disclosures and reports set forth in the Purchase Agreement to conduct its due diligence of any such “Buyer Contingencies”, of which SWC may approve or disapprove at its sole and absolute discretion. If Buyer disapproves any such “Buyer Contingencies”, Seller shall have ten (10) days to cure such disapproval. If Seller cannot cure such disapproval of the Buyer at the end of this period, then Buyer may either accept the Real Property as is, or terminate the Agreement, at which point the deposit of $249,000 will be returned to SWC, minus any applicable fees.

The description of the Purchase Agreement set forth in this Item 1.01 of this Current Report on Form 8-K is s not complete and is qualified in its entirety by reference to the terms of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

The Real Property is being purchased by SWC in connection with the MOU between the Company described in the Company’s Current Report on Form 8-K filed on June 10, 2021 with the SEC (and filed as Exhibit 10.1 thereto), and is intended to be a location at which a Licensed Entity (as defined in the MOU) can be established.  

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

The following exhibits are filed or furnished with this Current Report on Form 8-K:

10.1 Memorandum of Understanding


Sugarmade, Inc. Exhibit
EX-10.1 2 ex10-1.htm   Exhibit 10.1   MEMORANDUM OF UNDERSTANDING       This Memorandum of Understanding (“MOU”) is made effective June 2,…
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About SUGARMADE, INC. (OTCMKTS:SGMD)

Sugarmade, Inc. is engaged in the supply of products to the quick service restaurant sub-sector of the restaurant industry. The Company is a distributor of paper products derived from non-wood sources. As of June 30, 2015, the Company’s operating unit, CarryOutSupplies.com, which is a producer and wholesaler of custom printed and generic takeout supplies served more than 3,000 quick service restaurants. It conducts its operations in an industry segment, including paper and paper-based products, such as paper cups, cup lids, food containers and others. Its products also include double poly paper cups for cold beverage, yogurt cups, ice cream cups, soup containers and plastic spoons. It is a manufacturer and distributor of tree free copy and printer paper products, made from sugarcane waste (bagasse) and bamboo for home and office environments under the Sugarmade brand name. It has also acquired a minority stake in various patents and products for seasoning and spices for food items.

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Nxt-ID, Inc. (NASDAQ:NXTD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

By
ME Staff 8-k
-

Nxt-ID, Inc. (NASDAQ:NXTD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

(c)(d) Election of Officer and Director

In connection with this transition, on June 14, 2021, the Board approved and ratified an employment agreement with Chia-Lin Simmons, 48, and formally appointed her to the roles of Chief Executive Officer of the Company and member of the Board, effective June 14, 2021. Ms. Simmons will perform the services and duties that are normally and customarily associated with the Chief Executive Officer position, as well as other duties as the Board reasonably determines.

 

From 2016 to June of 2021, Ms. Simmons served as the CEO and co-founder of LookyLoo, Inc., an artificial intelligence social commerce company. Ms. Simmons currently also serves as a member of the Board of Directors for Servco Pacific Inc., a global automotive and consumer goods company with businesses in mobility, automotive distribution and sales, and entertainment, and for New Energy Nexus, an international organization that supports clean energy entrepreneurs with funds, accelerators and networks.

From 2014 to 2016, Ms. Simmons served as Head of Global Partner Marketing at Google Play, prior to which, between 2010 and 2014, she served as VP of Marketing & Content for Harman International.

Ms. Simmons received her B.A. in Communications, Magna cum Laude and Phi Beta Kappa, from the University of California, San Diego in 1995. She also received her M.B.A. from Cornell University in 2002, and her J.D. from George Mason University in 2005; she is currently a licensed attorney in the State of New York.

The Company is party to an employment agreement with Ms. Simmons, which is dated as of June 8, 2021 and effective as of June 14, 2021 upon ratification of the Board (the “Employment Agreement”). to such agreement, Ms. Simmons agreed to serve as our Chief Executive Officer in consideration for an annual cash salary, which was set at $450,000 (“Base Salary”). The Employment Agreement provides for incentive bonuses as determined by the Board, a one-time sign-on bonus of $50,000, and employee benefits, including health and disability insurance, in accordance with our policies, and remain in effect until Ms. Simmons’s employment with the Company is terminated.

Additionally, to the Employment Agreement and as a material inducement to Ms. Simmons’s acceptance of employment with the Company, the Company offered Ms. Simmons shares of restricted stock of the Company equal to 5% of the issued and outstanding shares of common stock of the Company (the “Stock Award”). The Stock Award was approved by the compensation committee of the Company’s board of directors and such shares were issued in accordance with Nasdaq Listing Rule 5635(c)(4) outside of the Company’s 2017 Stock Incentive Plan and 2013 Long-Term Stock Incentive Plan. In connection with the Stock Award, the parties have entered into a Restricted Stock Award Agreement on June 14, 2021, which agreement contemplates the restricted shares vesting over a 48-month period commencing on June 14, 2021. One fourth of such shares will vest on June 14, 2022. Thereafter, 1/36 of such shares will vest on the first day of each subsequent month until all such shares have vested.

to the Employment Agreement, if Ms. Simmons is terminated for any reason, she is entitled to receive (i) a lump sum payment on the date of termination in the amount equal to the sum of Ms. Simmons’s earned but unpaid Base Salary through the date of termination, (ii) her accrued but unused vacation days at Ms. Simmons’s Base Salary in effect as of her date of termination, and (iii) any other benefits or rights Ms. Simmons will have accrued or earned through her date of termination in accordance with the terms of the applicable fringe or employee benefit plans and programs of the Company (collectively, the “Accrued Benefits”). Additionally, if Ms. Simmons is terminated due to a change in control (as defined in the Employment Agreement), she will also be entitled to twelve (12) months of her then-current Base Salary payable in twelve (12) equal monthly installments, and coverage under any health insurance plan covering Ms. Simmons and her spouse, or reimbursement for the cost of any comparable plan, for the lesser of twelve (12) months after the termination of her employment, or remainder of the term of her Employment Agreement, as applicable. Alternatively, if Ms. Simmons is terminated as a result of non-extension of the Employment Agreement by the Company, she’ll be entitled, in addition to the Accrued Benefits, to six (6) months of her then-current Base Salary payable in six (6) equal monthly installments, and coverage under any health insurance plan covering Ms. Simmons and her spouse, or reimbursement for the cost of any comparable plan, for six (6) months after the termination of her employment.

There are no arrangements or understandings between Ms. Simmons and any other persons to which she was appointed as Chief Executive Officer of the Company and as a member of the Board. There are also no family relationships between Ms. Simmons and any director or executive officer of the Company and she has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

On June 16, 2021, the Company issued a press release announcing (i) the appointment of Ms. Simmons as a member of the Board and as Chief Executive Officer of the Company, and (ii) the granting of an inducement grant to Ms. Simmons in accordance with Nasdaq Listing Rule 5635(c)(4). A copy of the Press Release is attached hereto as exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.

10.1 Employment Agreement
99.1 Press release of the Company, dated June 16, 2021


Nxt-ID, Inc. Exhibit
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About Nxt-ID, Inc. (NASDAQ:NXTD)

Nxt-ID, Inc. is a technology company. The Company is focused on products, solutions and services for security on mobile devices. The Company’s core technologies consist of those that support digital payments, biometric identification, encryption, sensors and miniaturization. It has three lines of business: mobile commerce (m-commerce), primarily through the application of secure digital payment technologies; biometric access control applications, and Department of Defense contracting. It intends to use its core biometric facial and voice recognition algorithms to develop security applications (both cloud based and locally hosted) that can be used for companies, as well as individuals, law enforcement, the defense industry, and the United States Department of Defense. Its offerings include Wocket, a physical electronic smart wallet; the NXT Smartcard, a standalone smartcard; Wi-Mag, an antenna and payment technology, and 3D FaceMatch and 3D SketchArtist facial recognition products.

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VistaGen Therapeutics, Inc. (NASDAQ:VTGN) Files An 8-K Other Events

By
ME Staff 8-k
-

VistaGen Therapeutics, Inc. (NASDAQ:VTGN) Files An 8-K Other Events
Item 8.01 Other Events.

On June 16, 2021, VistaGen Therapeutics, Inc. (the “Company”) issued a press release announcing that the Company expects to be added to the Russell 2000® Index at the conclusion of the 2021 Russell Indexes annual reconstitution, effective after the U.S. market opens on Monday, June 28, 2021. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Index

VistaGen Therapeutics, Inc. Exhibit
EX-99 2 ex99-1.htm PRESS RELEASE ex99-1      Exhibit 99.1 VistaGen Therapeutics Set to Join the Russell 2000® Index   SOUTH SAN FRANCISCO,…
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About VistaGen Therapeutics, Inc. (NASDAQ:VTGN)

VistaGen Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in developing and commercializing product candidates for patients with diseases and disorders involving the central nervous system (CNS). Its lead product candidate, AV-101, is an orally available prodrug candidate in Phase II development, initially for the adjunctive treatment of major depressive disorder (MDD) in patients with an inadequate response to standard antidepressants approved by the United States Food and Drug Administration (FDA). In addition to AV-101, the Company has developed a human pluripotent stem cell (hPSC) technology platform, which includes its in-vitro bioassay system, CardioSafe 3D, to predict potential heart toxicity of new chemical entities (NCEs) long before testing in animal and human studies. The Company is focused on regenerative medicine (RM) applications using blood, cartilage, heart and/or liver cells derived from hPSCs.

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LEGACY EDUCATION ALLIANCE, INC. (OTCMKTS:LEAI) Files An 8-K Regulation FD Disclosure

By
ME Staff 8-k
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LEGACY EDUCATION ALLIANCE, INC. (OTCMKTS:LEAI) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD disclosure

Legacy Education Alliance, Inc., (the “Company”), expects to provide marketing materials to placement agents, broker dealers, stockholders and potential investors in the Company from and after the date of this report. A copy of these materials is attached hereto as an Exhibit and incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the presentation is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

99.1 Legacy EdTech Online Degree Business Investment Strategy/Background dated June 2021


Legacy Education Alliance, Inc. Exhibit
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About LEGACY EDUCATION ALLIANCE, INC. (OTCMKTS:LEAI)

Legacy Education Alliance, Inc., formerly Priced In Corp., is a provider of educational training on the topics of personal finance, entrepreneurship, real estate and financial markets investing strategies and techniques. The Company operates through four segments: the United States (U.S.), Canada, the United Kingdom (U.K.) and Other foreign markets. The Company’s programs are offered through a range of formats and channels, including free-preview workshops, basic training classes, symposiums, telephone mentoring, one-on-one mentoring, coaching and e-learning, mainly under the Rich Dad Education brand (Rich Dad). In addition to Rich Dad, the Company markets its products and services under a range of brands, including Martin Roberts, The Independent Woman, Women in Wealth and Brick Buy Brick. Its products and services are offered in the United States, Canada, the United Kingdom and other international markets.

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INC. (NASDAQ:INCR) Files An 8-K Submission of Matters to a Vote of Security Holders

By
ME Staff 8-k
-

INC. (NASDAQ:INCR) Files An 8-K Submission of Matters to a Vote of Security Holders

About INC. (NASDAQ:INCR)

INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.

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Centrus Energy Corp. (NYSEMKT:LEU) Files An 8-K Entry into a Material Definitive Agreement

By
ME Staff 8-k
-

Centrus Energy Corp. (NYSEMKT:LEU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On June 16, 2021, Centrus Energy Corp. (the “Company”) entered into a Fourth Amendment to the Section 382 Rights Agreement (the “Fourth Amendment”), which amends the Section 382 Rights Agreement, dated as of April 6, 2016 (the “Rights Agreement”), by and among the Company and Computershare Trust Company, N.A. and Computershare Inc., as rights agent, as previously amended by (i) the First Amendment to the Section 382 Rights Agreement dated as of February 14, 2017 (the “First Amendment”), (ii) the Second Amendment to the Section 382 Rights Agreement dated as of April 3, 2019 (the “Second Amendment”), and (iii) the Third Amendment to the Section 382 Rights Agreement dated as of April 13, 2020 (the “Third Amendment”). The Fourth Amendment was approved by the Board of Directors of the Company on March 18, 2021, and approved by the Company’s stockholders at the Company’s annual meeting of the stockholders held on June 16, 2021.
The Fourth Amendment extends the Final Expiration Date (as defined in the Rights Agreement) from June 30, 2021 to June 30, 2023.
The Fourth Amendment was not adopted as a result of, or in response to, any effort to acquire control of the Company. The Fourth Amendment has been adopted in order to preserve for the Company’s stockholders the long-term value of the Company’s net operating loss carry-forwards for United States federal income tax purposes and other tax benefits.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on April 7, 2016, the First Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on January 5, 2017, the Second Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on April 4, 2019, the Third Amendment, which was filed with the Securities and Exchange Commission in a Current Report on Form 8-K on April 14, 2020, and the Fourth Amendment, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2021 annual meeting of stockholders on June 16, 2021. As of April 19, 2021, the meeting’s record date, there were 12,918,602 shares of the Company’s Class A common stock outstanding, each entitled to one vote. Approximately 79.8 percent of those shares were represented at the annual meeting.
At the annual meeting, the Company’s stockholders voted on five proposals and cast their votes as described below. The proposals are described in detail in the Company’s proxy statement.
Proposal 1
The Company’s stockholders elected eight directors (listed below) to hold office until the next annual meeting of stockholders and until his or her successor is elected and has qualified. There were no abstentions. The number of votes cast for or withheld and the broker non-votes were as follows:
CENTRUS ENERGY CORP Exhibit
SEC.gov | Request Rate Threshold Exceeded html {height: 100%} body {height: 100%; margin:0; padding:0;} #header {background-color:#003968; color:#fff; padding:15px 20px 10px 20px;font-family:Arial,…
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MADISON TECHNOLOGIES INC. (OTCMKTS:MDEX) Files An 8-K Financial Statements and Exhibits

By
ME Staff 8-k
-

MADISON TECHNOLOGIES INC. (OTCMKTS:MDEX) Files An 8-K Financial Statements and Exhibits
Item 9.01 of the Original Report to state that the acquisition of the Acquired Stations not constitute the acquisition of a business in accordance with the guidance set forth in Section 11-01(d) of Regulation S-X and therefore financial statements and pro forma financial information are not required under Regulation S-X.. Except as described above, no other information in the Original Filing has been updated and this First Amendment continues to speak as of the date of the Original Filing. Other events occurring after the filing of the Original Filing or other disclosure necessary to reflect subsequent events will be addressed in other reports filed with or furnished to the SEC subsequent to the date of the filing of the Original Filing.

On April 19, 2021, Sovrn Holdings, Inc. (“Sovryn”), a wholly-owned subsidiary of Madison Technologies, Inc. (the “Company”) completed the previously announced acquisition of the Acquired Stations (as defined below), to the terms of that certain asset purchase agreement (the “Asset Purchase Agreement”), dated February 17, 2021, by and between Sovryn and NRJ TV II CA OPCO, LLC, a Delaware limited liability company (“OpCo”) and NRJ TV III CA License Co., LLC, a Delaware limited liability company (together with OpCo, “Sellers”). At closing, upon the terms and conditions described in the Asset Purchase Agreement, Sovryn acquired the licenses and Federal Communications Commission (“FCC”) authorizations to the KNET-CD and KNLA-CD Class A television stations owned by the Sellers (the “Acquired Stations”), certain tangible personal property, real property, contracts, intangible property, files, claims and prepaid items together with certain assumed liabilities in connection with the Acquired Stations (the “Asset Sale Transaction”). The purchase price for the Asset Sale Transaction consisted of a payment to the Sellers of $10,330,000, subject to certain adjustments, in cash.

The Asset Purchase Agreement (and the foregoing description of the Asset Purchase Agreement and the transactions contemplated thereby) has been included to provide investors and shareholders with information regarding the terms of the Asset Purchase Agreement and the transactions contemplated thereby. It is not intended to provide any other factual information about the Company or Sovryn. The representations, warranties and covenants contained in the Asset Purchase Agreement were made only as of specified dates for the purposes of the Asset Purchase Agreement, were solely for the benefit of the parties to the Asset Purchase Agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Asset Purchase Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC. Investors and shareholders are not third-party beneficiaries under the Asset Purchase Agreement. Accordingly, investors and shareholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Asset Purchase Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

The foregoing description of the Asset Purchase Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto.

(a) Financial Statements of Businesses Acquired.

The Company has determined that the Asset Sale Transaction does not constitute the acquisition of a business in accordance with the guidance set forth in Section 11-01(d) of Regulation S-X and therefore financial statements and unaudited combined pro forma financial statements are not required under Regulation S-X.

(b) Pro Forma Financial Information.

The Company has determined that the Asset Sale Transaction does not constitute the acquisition of a business in accordance with the guidance set forth in Section 11-01(d) of Regulation S-X and therefore financial statements and unaudited combined pro forma financial statements are not required under Regulation S-X.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

2.1* Asset Purchase Agreement, dated February 17, 2021, by and between Sovryn Holdings, Inc., NJR TV III CA OPCO, LLC and NRJ TV III CA LICENSE CO., LLC (filed as exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2021 and incorporated herein by reference)

*Portions of this exhibit have been omitted to Rule 601(b)(2) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.


About MADISON TECHNOLOGIES INC. (OTCMKTS:MDEX)

Madison Technologies Inc. is a shell company. The Company is a development-stage technology company, which is engaged in the acquisition and development of technology. The Company, through its subsidiary, Scout Resources, Inc., conducts Canadian exploration activities. The Company intends to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to by persons or firms. The Company does not restrict its search to any specific business, industry or geographical location, and participates in business ventures of any nature.

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CVD EQUIPMENT CORPORATION (NASDAQ:CVV) Files An 8-K Termination of a Material Definitive Agreement

By
ME Staff 8-k
-

CVD EQUIPMENT CORPORATION (NASDAQ:CVV) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02

About CVD EQUIPMENT CORPORATION (NASDAQ:CVV)

CVD Equipment Corporation designs and manufactures equipment and process solutions used to develop and manufacture materials and coatings for research and industrial applications. The Company operates through two divisions: CVD/First Nano and Stainless Design Concepts (SDC). The Company’s CVD/First Nano division supplies chemical vapor deposition systems for use in the research, development and manufacturing of aerospace and medical components, semiconductors, light emitting diodes (LEDs), carbon nanotubes, nanowires, solar cells and a number of other industrial applications. The Company’s SDC division designs and manufactures purity gas and chemical delivery control systems for semiconductor fabrication processes, solar cells, LEDs, carbon nanotubes, nanowires, and other industrial applications. Its products include chemical vapor deposition, rapid thermal processing (RTP), annealing and diffusion furnaces, purity gas and liquid control systems, and quartz-ware.

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TERRA TECH CORP. (OTCMKTS:TRTC) Files An 8-K Completion of Acquisition or Disposition of Assets

By
ME Staff 8-k
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TERRA TECH CORP. (OTCMKTS:TRTC) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 16, 2021, Terra Tech Corp. (the “Company”) completed its previously announced disposition of 593,260 shares of common stock (the “Hydrofarm Common Stock”) of Hydrofarm Holdings Group, Inc. (“Hydrofarm”) and warrants (the “Hydrofarm Warrants”) to purchase 296,630 shares of Hydrofarm Common Stock at a current exercise price of $16.86 per share, which represents all of the Hydrofarm Common Stock and Hydrofarm Warrants owned by the Company, for aggregate gross proceeds of $40,757,175 in cash to a Securities Purchase Agreement (the “SPA”) between the Company and two accredited investors (collectively, the “Buyers”), dated as of June 8, 2021. There is no material relationship between the Company or its affiliates and either of the Buyers other than in respect of the transactions contemplated by the SPA.

Item 8.01 Other Events.

On June 15, 2021, the Company issued a press release announcing, among other things, that the Company successfully monetized its investment in Hydrofarm. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Safe Harbor Statement

Information provided in this Current Report on Form 8-K may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Company’s plans, objectives and expectations for future operations and are based upon management’s current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see “Risk Factors” as described in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2021 and other reports on file with the Securities and Exchange Commission.

These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Terra Tech Corp. Exhibit
SEC.gov | Request Rate Threshold Exceeded html {height: 100%} body {height: 100%; margin:0; padding:0;} #header {background-color:#003968; color:#fff; padding:15px 20px 10px 20px;font-family:Arial,…
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About TERRA TECH CORP. (OTCMKTS:TRTC)

Terra Tech Corp. is a cannabis-focused agriculture company. The Company operates through two segments: Hydroponic Produce and Cannabis Products. The Company, through its subsidiary, GrowOp Technology Ltd., is engaged in the design, marketing and sale of hydroponic equipment. It is also a retail seller of locally grown hydroponic produce, herbs, and floral products through its subsidiary, Edible Garden Corp. (Edible Garden). It intends to operate medical marijuana cultivation, production and dispensary facilities in Nevada through its subsidiaries, MediFarm, LLC (MediFarm), MediFarm I, LLC (MediFarm I) and MediFarm II, LLC (MediFarm II). Through its subsidiary, IVXX, Inc. (IVXX), it produces and sells a line of cannabis flowers and cigarettes, among others. The hydroponic produce segment consists of Edible Garden’s business and operations. Its cannabis products segment consists of IVXX’s business, as well as the proposed business operations of MediFarm, MediFarm I and MediFarm II.

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TERRA TECH CORP. (OTCMKTS:TRTC) Files An 8-K Entry into a Material Definitive Agreement

By
ME Staff 8-k
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TERRA TECH CORP. (OTCMKTS:TRTC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On June 8, 2021 Terra Tech Corp. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with two accredited investors (collectively, the “Buyers”) to which the Company agreed to sell to the Buyers an aggregate of 593,260 shares of common stock (the “Hydrofarm Common Stock”) of Hydrofarm Holdings Group, Inc. (“Hydrofarm”) and warrants (the “Hydrofarm Warrants”) to purchase an aggregate of 296,630 shares of Hydrofarm Common Stock at a current exercise price of $16.86 per share, which represents all of the Hydrofarm Common Stock and Hydrofarm Warrants owned by the Company.

The purchase price payable by the Buyers to the Company for each share of Hydrofarm Common Stock is equal to 90% of the average daily volume weighted average price of the Hydrofarm Common Stock as reported by Bloomberg (the “VWAP”) for the three consecutive trading days beginning on June 8, 2021. The purchase price payable by the Buyers to the Company for each Hydrofarm Warrant is equal to 90% of the average VWAP of the Hydrofarm Common Stock for the three consecutive trading days beginning on June 8, 2021, less the exercise price per Hydrofarm Warrant of $16.86. The aggregate purchase price payable for theHydrofarm Common Stock and Hydrofarm Warrants is $40,757,175. The Company has agreed to pay a selling agent a fee in the amount of 3% of the aggregate purchase price paid by the Buyers to the Company for the Hydrofarm Common Stock and Hydrofarm Warrants.

The SPA contains customary representations, warranties and covenants made by the Company and the Buyers. The Closing of the transactions contemplated by the SPA is subject to satisfaction or waiver of certain conditions as set forth in the SPA and will occur promptly following transfer of the Hydrofarm Common Stock and Hydrofarm Warrants from the Company to the Buyers. The SPA includes customary termination rights for the Company and the Buyers.

As of the date of the SPA and the date of this Current Report on Form 8-K, there are no other material relationships between the Company or any of the Company’s affiliates and either of the Buyers, other than in respect of the SPA.

The foregoing description of the SPA is qualified in its entirety by reference to the full text of such document, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and which is incorporated by reference herein in its entirety.

Safe Harbor Statement

Information provided in this Current Report on Form 8-K may contain statements relating to current expectations, estimates, forecasts and projections about future events that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally relate to the Company’s plans, objectives and expectations for future operations and are based upon management’s current estimates and projections of future results or trends. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, see “Risk Factors” as described in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2021 and other reports on file with the Securities and Exchange Commission.

These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Terra Tech Corp. Exhibit
EX-10.1 2 trtc_ex101.htm FORM OF SECURITIES PURCHASE AGREEMENT trtc_ex101.htm  EXHIBIT 10.1   EXECUTION VERSION    SECURITIES PURCHASE AGREEMENT   This Securities Purchase Agreement (the “Agreement”),…
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About TERRA TECH CORP. (OTCMKTS:TRTC)

Terra Tech Corp. is a cannabis-focused agriculture company. The Company operates through two segments: Hydroponic Produce and Cannabis Products. The Company, through its subsidiary, GrowOp Technology Ltd., is engaged in the design, marketing and sale of hydroponic equipment. It is also a retail seller of locally grown hydroponic produce, herbs, and floral products through its subsidiary, Edible Garden Corp. (Edible Garden). It intends to operate medical marijuana cultivation, production and dispensary facilities in Nevada through its subsidiaries, MediFarm, LLC (MediFarm), MediFarm I, LLC (MediFarm I) and MediFarm II, LLC (MediFarm II). Through its subsidiary, IVXX, Inc. (IVXX), it produces and sells a line of cannabis flowers and cigarettes, among others. The hydroponic produce segment consists of Edible Garden’s business and operations. Its cannabis products segment consists of IVXX’s business, as well as the proposed business operations of MediFarm, MediFarm I and MediFarm II.

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