Item 1.01 Entry into a Material Definitive Agreement.

Amendment of Existing Senior Convertible Promissory Notes

On January 25, 2021, Terra Tech Corp. (the "Company") entered into Amendment No. 3 (the "June 2019 Note Amendment") to the 7.5% Senior Convertible Promissory Note issued by the Company on June 11, 2019 (the "June 2019 Note") and Amendment No. 1 (the "October 2019 Note Amendment"; together with the June 2019 Note Amendment, the "Note Amendments") to the 7.5% Senior Convertible Promissory Note issued by the Company on October 21, 2019 (the "October 2019 Note"; together with the June 2019 Note, the "Old Notes") with the accredited investor that holds the Old Notes (the "Lender"). The Note Amendments, among other things, (1) extends the maturity date of the June 2019 Note from January 26, 2021 to December 31, 2021 and (2) extends the maturity date of the October 2019 Note from April 21, 2021 to December 31, 2021. Except as modified by the Note Amendments, the terms of the Old Notes 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 Amendments and the Old Notes. In connection with the Note Amendments, the Company issued to the Lender warrants to purchase 5,000,000 shares of the Company's common stock (the "Old Note Warrants") at an exercise price of $0.01 per share. The Old Note Warrants will be exercisable at any time before the close of business on June 25, 2026. The Old Note Warrants will contain cashless exercise provisions and, to the extent not previously exercised, will be automatically exercised via cashless exercise on June 25, 2026.

The foregoing descriptions of the June 2019 Note Amendment, the October 2019 Note Amendment and the Old Note Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the June 2019 Note Amendment, the October 2019 Note Amendment and the Old Note Warrants, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, hereto and are incorporated herein by reference.

Securities Purchase Agreement

On January 22, 2021, the Company entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain accredited investors (the "Purchasers"), pursuant to which the Company agreed to sell to the Purchasers $3,500,000 in aggregate principal amount of the Company's senior convertible promissory notes (the "Notes") and warrants to purchase shares of the Company's common stock (the "Warrants"), exercisable at any time before the close of business on June 25, 2026. The Warrants are comprised of 15,000,000 "A Warrants" with an exercise price of $0.01 per share and 15,000,000 "B Warrants" with an exercise price of $0.2284 per share. The closing of the purchase and sale of the Notes and Warrants is expected to occur on or about January 25, 2021.

The Notes, which are convertible into common stock at any time at the discretion of the respective Purchasers at a conversion price of $0.175 per share of common stock, will bear an interest rate of 3%. The Notes mature on or about July 24, 2022 unless accelerated due to an event of default. The Company has the right to prepay the Notes at any time upon 10 days' prior notice to the Purchasers. If the Company elects to prepay the Notes, the Company must pay the respective Purchasers an amount in cash equal to the product of (i) the sum of the then-outstanding principal amount of the Notes and all accrued but unpaid interest, multiplied by (ii) (x) 110%, if the prepayment date is within 90 days of the original issue date, (y) 115%, if the prepayment date is between 91 days and 180 days following the original issue date or (z) 125%, if the prepayment date is after the 180th day following the original issue date.

The Purchasers of the Notes will not have the right to convert any portion of the Notes, to the extent that, after giving effect to such conversion, such Purchaser (together with certain related parties) would beneficially own in excess of 4.99% of the shares of our common stock outstanding immediately after . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated by reference into this Item 3.02.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is hereby incorporated by reference into this Item 3.03.






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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 22, 2021, Mr. Nahass and Mr. Peterson agreed to resign as directors and employees of the Company effective immediately upon the Company's closing of a private placement in the amount of not less than $3,500,000, which is expected to occur on or about January 25, 2021 upon the closing of the transactions contemplated by the Securities Purchase Agreement. Such resignations were not due to a disagreement with the Company on any matter relating to the Company's operations, policies or practices.

The information disclosed under the headings Resignation Agreements of Item 1.01 of this Report is incorporated by reference into this Item 5.02 in its entirety.




Item 8.01 Other Events.



Press Release

On January 25, 2021, the Company issued a press release announcing, among other things, the matters set forth above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.





Legal Matters

On January 6, 2021, a putative, nationwide class action for violations of the Telephone Consumer Protection Act (the "TCPA"), captioned as Stanley, et al. v Terra Tech Corp., et al., Civil Action No. 8:21-cv00022, was filed against Terra Tech and MediFarm LLC (the "Defendants") in the United States District Court for the Central District of California (the "TCPA Action"). In the TCPA Action, Plaintiffs allege that Defendants violated the TCPA by sending text messages to them and other persons without consent. Plaintiffs seek, on behalf of themselves and other purportedly similarly situated-persons, an unspecified amount of actual and statutory damages for each alleged violation, declaratory and injunctive relief, and attorneys' fees and costs. Although the TCPA Action is at its inception and there can be no assurance as to the ultimate disposition of the TCPA Action, Defendants intend to vigorously defend themselves and oppose class treatment.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
  4.1           Form of Amendment No. 3 to 7.5% Senior Convertible Promissory
              Note.
  4.2           Form of Amendment No. 1 to 7.5% Senior Convertible Promissory
              Note.
  4.3           Form of Common Stock Purchase Warrant.
  4.4           Form of 3.0% Senior Convertible Promissory Note.
  4.5           Form of Common Stock Purchase Warrant ("A Warrant").
  4.6           Form of Common Stock Purchase Warrant ("B Warrant").
  4.7           Form of Straight Promissory Note ("6-Month Note").
  4.8           Form of Straight Promissory Note ("12-Month Note").
  10.1          Securities Purchase Agreement, dated January 22, 2021.
  10.2          Form of Registration Rights Agreement.
  10.3          Form of Series A Preferred Stock Purchase Agreement.
  10.4          Form of Resignation and Release Agreement.
  10.5          Form of Resignation and Release Agreement.
  10.6          Form of Lock-Up Agreement.
  99.1          Press Release, dated January 25, 2021.





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