TerraTech Is Merging With OneQor Pharmaceutical, May Spinoff Cannabis

Terra Tech Corp (OTCQX:TRTC) is merging with privately held OneQor Pharmaceutical, a company that is focused on developing, patenting, and delivering proprietary, plant-derived formulations in an all-stock transaction. The deal is expected to close by December of this year.

According to a statement, the combined company will focus principally on emerging pharmaceutical development opportunities for OneQor, while the operation of Terra Tech’s portfolio of THC and agricultural-related assets is expected to continue in the short-term. However, the new company expressed that it wanted to list on a national securities exchange and will consider several “strategic options for the legacy Terra Tech business segments that may include a spin-off, special dividend, merger or potential sale among other accretive transactions.”

“With our scientific research and proprietary compounds, combined with Terra Tech’s loyal shareholders, asset management, and corporate governance structure, we are confident OneQor will be able to positively impact the way society and big-box retailers approach OTC care. I have known the Terra Tech team for years and we believe that the alignment with Terra Tech will make this fundamental vision a reality,” said Matthew Morgan, Chief Executive Officer of OneQor.

“The cannabis industry is facing strong headwinds, from both a capital and a regulatory standpoint. We feel confident that this is the best use of the company’s balance sheet in order to achieve growth and profitable returns for shareholders,” said Derek Peterson, Chief Executive Officer of Terra Tech.

Terms Of The Deal

Terra Tech shareholders will own approximately 45% of the combined company and OneQor shareholders and certain holders of OneQor Simple Agreements for Future Equity will own approximately 55% of the combined company. In addition, in connection with the terms of certain other OneQor SAFEs, (Simple Agreements for Future Equity) 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 affect both current Terra Tech shareholders and current OneQor investors.

In conjunction with the closing of the merger, Mr. Peterson and Mr. Nahass will each contribute back to the company’s all outstanding vested and non-vested stock options in an effort to reduce stockholder dilution. In addition, both individuals agreed to waive their $2 million change of control award which will save the company an additional $4 million in expenses. “As co-founders, it was important to Mike and me to make this merger work for all parties involved. This allows the combined company to move forward with a cleaner capital structure and without that significant expense overhang,” explained Derek Peterson, CEO of Terra Tech.

The combined company will be led by Mr. Morgan, a pioneer in the cannabis industry and versatile entrepreneur with significant experience in scaling organizations from start-up to late-stage, with Mr. Peterson staying on as Vice Chairman. Additionally, the company will be supported by a mix of current management and accounting executives. The company is expected to have operations in both Phoenix, Arizona, and Irvine, California. At closing, the combined company’s board of directors is expected to consist of eight members, including four members of Terra Tech’s current board and four members designated by OneQor.

TerraTech stock was lately trading at 26 cents down from a year high of $1.90. In September the company settled its lawsuits with members of the Vande Vrede family and entities controlled by them. As part of the settlement, the parties resolved their differences, and Terra Tech purchased all shares of common and preferred stock owned by the Vande Vrede family.

Debra Borchardt

Debra BorchardtDebra Borchardt

Debra Borchardt is the CEO, Co-Founder, and Editor-In-Chief of GMR. She has covered the cannabis industry for several years at Forbes, Seeking Alpha and TheStreet. Prior to becoming a financial journalist, Debra was a Vice President at Bear Stearns where she held a Series 7 and Registered Investment Advisor license. Debra has a Masters degree in Business Journalism from New York University.


2 comments

  • Avatar
    dingo

    November 5, 2019 at 10:19 pm

    Complete joke as Terra Tech management has hoodwinked the shareholders again . What about the 20,000.000.00 share buyback program announced September 16 ? What about that?

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