TERRA TECH CORP. (OTCMKTS:TRTC) Files An 8-K Entry into a Material Definitive AgreementItem 7.01 Entry into a Material Definitive Agreement.
On September 13, 2017, MediFarm So Cal, Inc., a wholly-owned subsidiary of Terra Tech Corp. (collectively, the “Company”), entered into and closed the transaction contemplated by an Asset Purchase Agreement (the “Purchase Agreement”) with Tech Center Drive Management, LLC (the “Seller”) to which the Company purchased substantially all of the assets of the Seller, other than certain intellectual property rights that remained with the Seller. There is no material relationship between the Company or its affiliates and the Seller other than in respect of the transactions contemplated by the Purchase Agreement. The aggregate consideration paid for the assets was $7,000,000 plus the value of the Seller’s inventory. $4,000,000 plus the value of the Seller’s inventory was paid in cash and $3,000,000 was paid in shares of the Company’s common stock, of which $700,000 in shares of common stock will be held in escrow for six months to satisfy the Seller’s indemnity obligations. The Purchase Agreement contains customary representations, warranties, indemnities and covenants by, among, and for the benefit of the parties.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 10.27 to this Current Report on Form 8-K and which is incorporated by reference herein in its entirety.
Item 7.01 Completion of Acquisition or Disposition of Assets.
The information disclosed under Item 7.01 of this Report is incorporated by reference into this Item 7.01 in its entirety.
Item 7.01Regulation FD Disclosure.
On September 13, 2017, the Company issued a press release announcing that it had entered into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit99.1 and is incorporated herein by reference.
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 7.01 Financial Statements and Exhibits.
(d) Exhibits.
Terra Tech Corp. ExhibitEX-10.27 2 trtc_ex1027.htm ASSET PURCHASE AGREEMENT trtc_ex1027.htmEXHIBIT 10.27 ASSET PURCHASE AGREEMENT by and among MEDIFARM SO CAL,…To view the full exhibit click here
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.