Terra Tech Corp. (OTCMKTS:TRTC) Files An 8-K Entry into a Material Definitive Agreement

 

On February 14, 2020, Terra Tech Corp (“Terra Tech” or the “Company”), 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 Amendment No. 2 (“Amendment No. 2”) to the Agreement and Plan of Merger, dated as of October 30, 2019, and previously amended on December 2, 2019 (as amended, the “Merger Agreement”) relating to the proposed merger of OneQor with and into Merger Sub, with OneQor as the surviving company in the proposed merger (the “Merger”). Amendment No. 2, among other things, provides that under the exchange ratio formula in the Merger Agreement , upon the closing of the Merger (the “Closing”), on a pro forma basis and based upon the number of shares of Terra Tech common stock to be issued in the Merger, Terra Tech shareholders prior to the Merger will own in the aggregate approximately 79% of the combined company and OneQor shareholders prior to the Merger and holders of certain OneQor Simple Agreements for Future Equity (“SAFEs”) will own in the aggregate approximately 21% of the combined company. Amendment No. 2 also provides that (i) in connection with the terms of certain other OneQor SAFEs (the “SAFE 2s”), such SAFE 2s will convert into shares of Terra Tech common stock on the first trading day after the Merger at the dollar volume-weighted average price per share of Terra Tech common stock on the day prior to the Merger and the issuance of such shares of Terra Tech common stock will dilute both Terra Tech shareholders and OneQor shareholders prior to the Merger, (ii) Terra Tech will cause the appointment of Matthew Morgan to the Terra Tech board of directors (the “Board”) and as chief executive officer of Terra Tech effective as of the Closing and Terra Tech will assume Mr. Morgan’s prior employment agreement with OneQor, as amended, (iii) Derek Peterson will resign as chief executive officer of Terra Tech effective as of the Closing, and (iv) on or before the second business day after the Closing, Terra Tech shall have amended its existing stock option plan to increase the shares eligible for issuance under the plan to 20% of the total outstanding shares of Terra Tech common stock. Amendment No. 2 also revises certain definitions and representations and warranties made by OneQor in the Merger Agreement. Upon conversion of the SAFE 2s, Terra Tech shareholders prior to the Merger will own in the aggregate approximately 73.9% of the combined company, OneQor shareholders and certain SAFE holders prior to the Merger will own in the aggregate approximately 19.7% of the combined company, and the SAFE 2 holders will own in the aggregate approximately 6.2% of the combined company.

 

Except as modified by Amendment No. 1 and Amendment No. 2, the terms of the Merger Agreement in the form attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on November 4, 2019 are unchanged. The foregoing description of Amendment No. 2 is not complete and is subject to and qualified in its entirety by reference to Amendment No. 2, a copy of which is attached as Exhibit 2.1 hereto and is incorporated herein by reference.

 

 

On February 18, 2020, Terra Tech announced the Closing of the Merger between the parties on February 14, 2020. Following the completion of the Merger, the business conducted by the combined company is expected to focus principally on emerging cannabinoid pharmaceutical development opportunities for OneQor, while the operation of Terra Tech’s portfolio of THC assets is expected to continue.

 

Subject to the terms and conditions of the Merger Agreement, at the Closing, each outstanding share of OneQor capital stock was converted into the right to receive shares of Terra Tech common stock equal to the exchange ratio described below. As previously disclosed, an entity controlled by Mr. Peterson, the chief executive officer of Terra Tech immediately prior to the Merger, and Mike Nahass, the president and chief operating officer of Terra Tech, was a minority shareholder of OneQor.

 

Under the terms of the Merger Agreement, the Company issued shares of its common stock to OneQor’s stockholders, at an exchange ratio of 44.9727 shares of Terra Tech common stock for each share of OneQor common stock outstanding immediately prior to the Merger. The exchange ratio was determined through arm’s-length negotiations between Terra Tech and OneQor.

 

In connection with the Merger, the combined company announced plans to change its name to “Onyx Group Holdings.” Terra Tech expects to continue trading on the OTC Markets Group, Inc.’s OTCQX tier under a new ticker symbol which will be announced in the future.

 

 

  

 

Terra Tech Corp. Exhibit
EX-2.1 2 trtc_ex21.htm AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER trtc_ex21.htmEXHIBIT 2.1 AMENDMENT NO. 2TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER,…
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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.