UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
January 13, 2021 (January 7, 2021)
TERRA TECH CORP.
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(Exact name of
registrant as specified in its charter)
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Nevada
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000-54258
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26-3062661
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(State or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2040 Main Street, Suite 225
Irvine, California 92614
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (855)
447-6967
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Indicate by check mark whether the registrant is an emerging growth
company as defined in in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01 Entry into a Material Definitive
Agreement.
Promissory Note Amendment
On January 11, 2021, Terra Tech Corp. (the “Company”) entered into
Amendment No. 2 (the “Note Amendment”) to the 7.5% Senior
Convertible Promissory Note issued by the Company on June 11, 2019
(the “Note”) with the accredited investor which holds the Note (the
“Lender”). The Note Amendment, among other things, amends the
maturity date of the Note from January 11, 2021 to January 26,
2021. Except as modified by the Note Amendment, the terms of the
Note are unchanged. There is no material relationship between the
Company or its affiliates and the Lender other than in respect of
the transactions contemplated by the Note Amendment and the
Note.
Loan Agreement Amendment
On January 7, 2021, 620 Dyer LLC (“620 Dyer”), a subsidiary of the
Company, entered into Amendment No. 1 (the “Loan Agreement
Amendment”) to the Loan Agreement between 620 Dyer and Elizon DB
Transfer Agent LLC (“Elizon”), dated as of January 18, 2018 (the
“Loan Agreement”). The Loan Agreement Amendment, among other
things, amends the maturity date of the Loan Agreement from January
18, 2021 to January 18, 2022. In connection with the extension, 620
Dyer is required to pay Elizon an extension fee equal to 1% of the
outstanding principal balance of the Loan Agreement by the earlier
of (1) the maturity date of the Loan Agreement, (2) July 18, 2021
or (3) the closing of the sale of any real property or securities
of Hydrofarm Holdings Group Inc. by the Company or 620 Dyer. There
is no material relationship between the Company or its affiliates
and Elizon other than in respect of the transactions contemplated
by the Loan Agreement Amendment and the Loan Agreement.
Indemnification Agreements
On January 7, 2021, the Company entered into an Indemnification
Agreement (the “Batliner Indemnification Agreement”) with Jeffrey
Batliner, the Company’s Chief Financial Officer. Pursuant to the
Batliner Indemnification Agreement, among other things, the Company
has agreed to hold harmless and indemnify Mr. Batliner to the
fullest extent permitted by law, including indemnification of
expenses such as attorneys’ fees, judgments, penalties, fines and
settlement amounts incurred by him in any proceeding arising out of
his services as an officer of the Company. There is no material
relationship between the Company or its affiliates and Mr. Batliner
other than in respect of the transactions contemplated by the
Batliner Indemnification Agreement and Mr. Batliner’s role as the
Company’s Chief Financial Officer.
On January 7, 2021, the Company entered into an Indemnification
Agreement (the “Ross Indemnification Agreement”) with Steven J.
Ross, a director of the Company. Pursuant to the Ross
Indemnification Agreement, among other things, the Company has
agreed to hold harmless and indemnify Mr. Ross to the fullest
extent permitted by law, including indemnification of expenses such
as attorneys’ fees, judgments, penalties, fines and settlement
amounts incurred by him in any proceeding arising out of his
services as a director of the Company. There is no material
relationship between the Company or its affiliates and Mr. Ross
other than in respect of the transactions contemplated by the Ross
Indemnification Agreement and Mr. Ross’ role as a director of the
Company.
Separation Agreement
On January 11, 2021 the Company entered into a Separation Agreement
(the “Separation Agreement”) with Alan Gladstone, formerly a
director of the Company. Pursuant to the Separation Agreement,
among other things, the Company issued to Mr. Gladstone 500,000
freely-trading shares of the Company’s common stock (the “Common
Stock”), and all vested options to acquire Common Stock held by Mr.
Gladstone remain exercisable pursuant to their terms. Mr. Gladstone
also agreed not to sell, dispose of or transfer more than 500,000
shares of Common Stock in any calendar month. In addition, the
Independent Director Agreement between the Company and Mr.
Gladstone, dated as of July 1, 2019, was terminated. The Separation
Agreement also contains mutual releases and other customary terms
and conditions as more fully set forth therein. There is no
material relationship between the Company or its affiliates and Mr.
Gladstone other than in respect of the transactions contemplated by
the Separation Agreement.
The foregoing description of the Note Amendment, the Loan Agreement
Amendment, the Batliner Indemnification Agreement, the Ross
Indemnification Agreement, and the Separation Agreement are
qualified in their entirety by reference to the full text of such
documents, copies of which are filed as Exhibits 4.1, 10.1, 10.2,
10.3 and 10.4 respectively to this Current Report on Form 8-K (this
“Report”) and which are incorporated by reference herein in their
entirety.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
The information disclosed under the headings Promissory Note
Amendment and Loan Agreement Amendment of Item 1.01 of this Report
is incorporated by reference into this Item 2.03 in its
entirety.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On January 11, 2021, Mr. Gladstone resigned as a director of the
Company. Such resignation was not the result of a disagreement with
the Company on any matter relating to the Company’s operations,
policies or practices.
The information disclosed under the headings Indemnification
Agreements and Separation Agreement of Item 1.01 of this Report is
incorporated by reference into this Item 5.02 in its entirety.
Item 8.01 Other Events
On January 13, 2021, the Company issued a press release announcing
that it issued a letter to shareholders from its Chief Executive
Officer and President, Francis Knuettel II. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
4.1
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Form of Amendment
No. 2 to 7.5% Senior Convertible Promissory Note, dated January 11,
2021
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10.1
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Loan Agreement
Amendment, dated January 7, 2021
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10.2
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Indemnification
Agreement, dated January 7, 2021
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10.3
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Indemnification
Agreement, dated January 7, 2021
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10.4
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Separation
Agreement, dated January 11, 2021
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99.1
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Press Release, dated January 13, 2021
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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TERRA TECH
CORP.
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Date: January 13,
2021
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By:
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/s/ Francis
Knuettel II
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Francis Knuettel II
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Chief Executive
Officer
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Terra Tech (QX) (USOTC:TRTC)
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