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 August 19, 2019, MediFarm I LLC, a wholly-owned subsidiary of Terra Tech Corp. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Picksy Reno, LLC (the “Purchaser”) to which the Company agreed to sell and the Purchaser agreed to purchase substantially all of the assets of the Company related to the Company’s dispensary located at 1085 S Virginia St Suite A, Reno, NV 89502 (the “Business”). The aggregate consideration to be paid for the Business is $13,500,000, of which $9,300,000 is cash (the “Purchase Price”). A portion of the Purchase Price is payable by the Purchaser to a 12 month Secured Promissory Note with a principal amount of $4,200,000 (the “Note”). The Note is secured by all the assets sold to the Purchase Agreement. In conjunction with the Note, Purchaser and the Company entered into a Security Agreement granting the Company a security interest in all the assets sold to the Purchase Agreement. In addition, a wholly-owned subsidiary of the Company sold the building where the dispensary is located to an affiliate of the Purchaser for $1.5 million in cash.
The transaction is subject to approval by the Nevada Department of Taxation and is expected to close promptly following receipt of such approval. There is no material relationship between the Company or its affiliates and the Purchaser other than in respect of the transactions contemplated by the Purchase Agreement. The Purchase Agreement, Note and Security Agreement contain customary conditions, representations, warranties, indemnities and covenants by, among, and for the benefit of the parties.
The foregoing description of the Purchase Agreement, Note and Security Agreement are qualified in their entirety by reference to the full text of such documents, copies of which is filed as Exhibit 10.1, 10.2 and 10.3 respectively to this Current Report on Form 8-K and which are incorporated by reference herein in their entirety.
Item 7.01 Regulation FD Disclosure.
On August 19, 2019, the Company issued a press release announcing that it had entered into the Purchase Agreement, Note and Security Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01, and in Exhibit 99.1, referenced herein is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, unless the Company expressly so incorporates such information by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Terra Tech Corp. Exhibit
EX-10.1 2 trtc_ex101.htm ASSET PURCHASE AGREEMENT trtc_ex101.htmEXHIBIT 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is entered into as of August 19,…
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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.
