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 October 30, 2019, Terra Tech Corp. a Nevada corporation (“Terra Tech”), TT Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Terra Tech (“Merger Sub”), OneQor Technologies, Inc., a Delaware corporation (“OneQor”), Matthew Morgan, an individual, Larry Martin, an individual, and Larry Martin, solely in his capacity as the Shareholder Representative, entered into an Agreement and Plan of Merger (the “Merger Agreement”), to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into OneQor, with OneQor continuing as a wholly owned subsidiary of Terra Tech and the surviving corporation of the merger (the “Merger”). An entity controlled by Derek Peterson and Mike Nahass, the Chief Executive Officer and Chief Financial Officer of Terra Tech, respectively, is a minority shareholder of OneQor.
The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. The Merger is expected to close by early December 2019, subject to customary closing conditions.
Subject to the terms and conditions of the Merger Agreement, at the closing of the Merger, each outstanding share of OneQor capital stock will be converted into the right to receive shares of Terra Tech common stock (the “Terra Tech Common Stock”) equal to the Exchange Ratio described below.
Under the exchange ratio formula in the Merger Agreement (the “Exchange Ratio”), upon the closing of the Merger, on a pro forma basis and based upon the number of shares of Terra Tech Common Stock to be issued in the Merger, current Terra Tech shareholders will own approximately 45% of the combined company and current OneQor shareholders and certain holders of OneQor Simple Agreements for Future Equity (“SAFEs”) will own approximately 55% of the combined company. In addition, in connection with the terms of certain other OneQor SAFEs, such SAFEs will convert into shares of Terra Tech Common Stock sixty-one days after the Merger and the issuance of such shares of Terra Tech Common Stock will effect both current Terra Tech shareholders and current OneQor investors. For purposes of calculating the Exchange Ratio, the number of outstanding shares of Terra Tech Common Stock immediately before the Merger takes into account the conversion of any outstanding convertible securities into Terra Tech Common Stock and the dilutive effect of the shares of Terra Tech Common Stock underlying options outstanding as of the closing date of the Merger based on certain assumptions.
The Merger Agreement contains certain termination rights for both Terra Tech and OneQor, and further provides that, upon termination of the Merger Agreement under specified circumstances, Terra Tech may be required to pay OneQor a termination fee of $3,000,000.
At the effective time of the Merger, the Board of Directors of Terra Tech is expected to consist of eight members, four of whom will be designated by Terra Tech and four of whom will be designated by OneQor. In addition, upon the consummation of the Merger, it is anticipated that the Board of Directors of Terra Tech will be expanded to consist of nine members, with the ninth member designated by OneQor.
The Merger Agreement contains representations and warranties of Terra Tech, OneQor and the Shareholders, and closing conditions, customary for a transaction of this nature. Terra Tech cannot provide any assurance that any transactions contemplated by the Merger Agreement will be consummated. The foregoing summary and description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Terra Tech Corp. Exhibit
EX-10.1 2 trtc_ex101.htm AGREEMENT AND PLAN OF MERGER trtc_ex101.htmEXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER AMONG TERRA TECH CORP. AND TT MERGER SUB,…
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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.
