TERRA TECH CORP. (OTCMKTS:TRTC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry Into a Material Definitive Agreement
On March 28, 2019, Terra Tech Corp. (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), to which the Company agreed to issue and sell in a registered direct offering (the “Offering”) an aggregate of 125,000 shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), at an offering price of $0.80 per share, for gross proceeds of $100,000. The Company did not incur any fees or expenses. The Shares are being offered by the Company to a shelf registration statement on FormS-3(FileNo.333-227219),which was initially filed with the Securities and Exchange Commission (the “Commission”) on September 7, 2018, and was declared effective by the Commission on October 11, 2018 (the “Registration Statement”), and a related prospectus.
The closing of the Offering is subject to satisfaction of customary closing conditions set forth in the Purchase Agreement and is expected to occur on or around March 29, 2019. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i)are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii)may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The net proceeds to the Company from the Offering are expected to be $100,000. The Company currently intends to use these net proceeds for working capital and general corporate purposes.
The legal opinion of Baker & Hostetler LLP relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
The description of terms and conditions of the form of Purchase Agreement set forth herein do not purport to be complete and are qualified in their entirety by the full text of the form of Purchase Agreement which is attached hereto as Exhibit 10.1.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits.
Terra Tech Corp. Exhibit
EX-5.1 2 trtc_ex51.htm LEGAL OPINION trtc_ex51.htm EXHIBIT 5.1 March 28,…
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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.