Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
Sep. 30, 2019

On October 21, 2019, Terra Tech Corp. (the “Company”) issued a Promissory Note (the “Note”) in the principal amount of $1.50 million to an accredited investor (the “Purchaser”). This 7.5% Senior Convertible Promissory Note is one of a series of duly authorized and validly issued convertible promissory notes of Terra Tech Corp. under the 2018 Master Securities Purchase and Convertible Promissory Notes Agreement. It matures April 21, 2021 and bears an interest rate of 7.5% per annum. The conversion price is $4.50, subject to adjustment.


On October 24, 2019, senior convertible promissory notes and accrued interest in the amount of $150,000 and $5,781, respectively, were converted into 686,050 shares of common stock.


On October 30, 2019, the Company and OneQor Technologies, Inc. (“OneQor”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, a wholly-owned subsidiary of the Company 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 Operating Officer of Terra Tech, respectively, is a minority shareholder of OneQor. 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 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.


On November 4, 2019, senior convertible promissory notes and accrued interest in the amount of $150,000 and $1,375, respectively, were converted into 680,463 shares of common stock.