Item 1.01. Entry Into a Material Definitive Agreement.
On
The primary assets of
The Purchase Agreement contains customary representations, warranties and
covenants of the Company, on one hand, and the Seller, on the other hand,
including, among others, covenants by the Seller with respect to the operations
of
Pursuant to the Purchase Agreement, the Closing is conditioned upon, among other
things, the Company raising a minimum of
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1, which is incorporated herein by reference thereto.
The Purchase Agreement has been filed as an exhibit hereto to provide investors and security holders with information regarding its terms and is not intended to provide any factual information about the Company or the Seller. The representations, warranties and covenants set forth in the Purchase Agreement were made solely between the parties to the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or security holders, or may have been used for the purpose of allocating risk between the parties to the Purchase Agreement rather than establishing matters as facts. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. For the foregoing reasons, no person should rely on the warranties as statements of factual information at the time they were made or otherwise.
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 for informational purposes is the Company's most recent
executive summary investor presentation. In
The information in this Item 7.01 of this Form 8-K and in Exhibits 99.1 and 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall any of it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such a filing.
This Current Report on Form 8-K contains forward-looking statements, which are
made pursuant to the safe harbor provisions of Section 27A of the Securities Act
and Section 21E of the Exchange Act, including statements regarding the timing
of the consummation of the Share Purchase. These statements are neither promises
nor guarantees, and are subject to a variety of risks and uncertainties, many of
which are beyond the control of the Company, which could cause actual results to
differ materially from those contemplated in these forward-looking statements.
In particular, the risks and uncertainties include, among other things, the risk
that the Share Purchase does not close. For additional disclosure regarding
these and other risks faced by the Company, see the disclosures contained in the
Company's Annual Report on Form 10-K on file with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Stock Purchase Agreement, dated as ofJanuary 15, 2020 , by and betweenCalEthos, Inc. and Terra Tech Corp. 99.1 Executive Summary Investor Presentation datedJanuary 2020 . 99.2 Transcript of Virtual Tour video of Planned SHOWCASE Superstore and Event Center.
* Schedules, exhibits and similar supporting attachments or agreements to the
Purchase Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K.
The Company agrees to furnish a supplemental copy of any omitted schedule or
similar attachment to the
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