TERRA TECH CORP. (OTCMKTS:TRTC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On March 12, 2018, Terra Tech Corp. (the “Company”) entered into a Securities Purchase Agreement (the "Purchase Agreement") with an accredited investor (the "Purchaser") to which the Company agreed to sell and the Purchaser agreed to purchase, subject to certain standard closing conditions, an aggregate of $40,000,000 of 7.5% Senior Convertible Promissory Notes in eight tranches of $5,000,000 each. to the Purchase Agreement, on March 12, 2018 the Company sold to the Purchaser the first 7.5% Senior Convertible Promissory Note due September 12, 2019 (the "Note") in the principal amount of $5,000,000 for a purchase price of $5,000,000 (the “Offering”). Fees and expenses of $170,000 were deducted from the net proceeds received by the Company in the Offering. The second through eighth tranches of $5,000,000 each are scheduled to close on every three-month anniversary of the previous closing date, subject to the closing conditions. The Note and the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issuable upon conversion of the Note (the “Conversion Shares”) are collectively referred to herein as the “Securities.” The Purchase Agreement contains customary representations, warranties, and covenants by, among, and for the benefit of the parties.
to the Purchase Agreement, the Company agreed to sell the Securities to an effective shelf registration statement on Form S-3 (Registration No 333-210673), declared effective by the Securities and Exchange Commission on August 12, 2016, and a related prospectus supplement thereto.
7.5% Senior Convertible Promissory Note
The Note matures on September 12, 2019 (the “Maturity Date”), less any amounts converted or redeemed prior to the Maturity Date. The Note accrues interest at a rate of 7.5% per annum, payable on the Maturity Date or upon any conversion, prepayment, event of default or other acceleration of payment under the Note. All interest payments under the Note are payable, at the Company’s option, in cash or shares of Common Stock.
All principal and interest due and owing under the Note is convertible into shares of Common Stock at any time at the election of the holder at a conversion price per share equal to the lower of (i) $4.50 or (ii) 87% of the average of the two (2) lowest daily volume weighted average prices of the Common Stock in the thirteen (13) trading days prior to the conversion date (the “Conversion Price”), which Conversion Price is subject to adjustment for (i) stock splits, stock dividends, combinations, or similar events and (ii) full ratchet anti-dilution protection. Upon certain events of default, the conversion price of the Note will automatically become 70% of the average of the three (3) lowest volume weighted average prices of the Common Stock in the twenty (20) consecutive trading days prior to the conversion date for so long as such event of default remains in effect.
In addition, at any time that (i) the daily volume weighted average price of the Common Stock for the prior ten (10) consecutive trading days is $10.50 or more and (ii) the average daily trading value of the Common Stock is greater than $2,500,000 for the prior ten (10) consecutive trading days, then the Company may demand, upon one (1) day’s notice, that the holder convert the Note at the Conversion Price.
The Company may prepay in cash any portion of the outstanding principal amount of the Note and any accrued and unpaid interest by, upon ten (10) days' written notice to the holder, paying an amount equal to (i) 110% of the sum of the then-outstanding principal amount of the Note plus accrued but unpaid interest, if the prepayment date is within 90 days of the issuance date of the Note; (ii) 115% of the sum of the then-outstanding principal amount of the Note plus accrued but unpaid interest, if the prepayment date is between 91 days and 180 days of the issuance date of the Note; or (iii) 125% of the sum of the then-outstanding principal amount of the Note plus accrued but unpaid interest, if the prepayment date is after 180 days of the issuance date of the Note.
The foregoing description of the Purchase Agreement and the Note is qualified in its entirety by reference to the full text of such documents, copies of which are filed as Exhibit 4.47 and Exhibit 10.48, respectively, to this Current Report on Form 8-K (this “Report”) and which are incorporated by reference herein in their entirety.
A.G.P./Alliance Global Partners, offering securities through Euro Pacific Capital Corp., served as placement agent for the offering.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information disclosed under Item 1.01 of this Report is incorporated by reference into this Item 2.03 in its entirety.
Item 9.01 Financial Statements and Exhibits.
Terra Tech Corp. ExhibitEX-4.47 2 trtc_ex447.htm CONVERTIBLE PROMISSORY NOTE trtc_ex447.htmEXHIBIT 4.47 EXECUTION COPY NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click
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.