Item 2.01 Completion of Acquisition or Disposition of Assets.

As described under Item 1.01 of this Current Report on Form 8-K, on January 5, 2023, the Company completed its acquisition of certain assets related to the Digester Business from the Renovare Sellers in exchange for (a) a cash payment by the Company to the Renovare Sellers in an amount equal to $150,000 and (b) the issuance by the Company to REI of (i) 1,250,000 shares of Series B Preferred Stock and (ii) 15,686,926 shares of Common Stock with the cash purchase price funded by borrowings under the OID Note. The foregoing does not constitute a complete summary of the terms of the Purchase Agreement or the transactions contemplated thereby, and reference is made to the disclosures contained in Item 1.01 hereof and the complete text of the Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated by reference herein.





3

As described under Item 1.01 of this Current Report on Form 8-K, on December 31, 2022, the Company completed its disposition of its equity interests in each of MTP, TSP and Rohuma, in each case in exchange for nominal consideration and pursuant to the applicable Disposition Agreement. The foregoing does not constitute a complete summary of the terms of the Disposition Agreements or the transactions contemplated thereby, and reference is made to the disclosures contained in Item 1.01 hereof and the complete text of the Disposition Agreements filed as Exhibits 10.2 through 10.4 to this Current Report on Form 8-K, which are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of a Registrant.

In connection with the acquisition of the assets of REI and BHT, as described above, on January 5, 2022, the Company issued to Michaelson the Michaelson Note in the principal amount of $3,017,089.84. and delivered the Michaelson Security Agreement. The foregoing does not constitute a complete summary of the terms of the Michaelson Note or the Michaelson Security Agreement and reference is made to the disclosures contained in Item 1.01 hereof and the complete text of the Michaelson Note and the Michaelson Security Agreement filed as Exhibits 4.1 and 10.5, respectively, to this Current Report on Form 8-K, which are incorporated by reference herein.

In connection with the acquisition of the assets of REI and BHT, as described above, on January 5, 2023, the Company issued to an accredited investor the OID Promissory Note in the principal amount of $180,000. The foregoing does not constitute a complete summary of the terms of the OID Note and reference is made to the disclosures contained in Item 1.01 hereof and the complete text of the OID Note filed as Exhibit 4.2 to this Current Report on Form 8-K, which are incorporated by reference herein.

The information set forth under Item 2.01 is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the shares of Common Stock and Series B Preferred Stock by the Company pursuant to the Purchase Agreement and the Debt Exchange Agreements is incorporated herein by reference. The securities issued pursuant to the Purchase Agreement and Debt Exchange Agreements are restricted securities and were offered and sold in a private transaction to accredited investors (as such term is defined in Rule 501(a), as promulgated under the Securities Act of 1933), without registration under the Securities Act and the securities laws of certain states, in reliance on the exemption provided by Section 4(a)(2) or Section 3(a)(9) of the Securities Act of 1933, as amended, and similar exemptions under applicable state laws. The securities sold in the foregoing transactions may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 3.03 Material Modification to Rights of Security Holders.

In connection with the transactions contemplated by the Purchase Agreement and the Debt Exchange Agreements, on December 30, 2022, the Company filed a Certificate of Determination with the Secretary of State of the State of California (the "COD"), pursuant to which the Company created a new class of preferred stock, designated as Series B Preferred Stock. The rights related to the Series B Preferred Stock are virtually identical to the rights related to the Common Stock, except that each share of Series B Preferred Stock is convertible into 100 shares of Common Stock. However, the holders of shares of Series B Preferred Stock will not have the right to convert such shares if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to its conversion and under no circumstances may convert any shares of Series B Preferred Stock if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to its conversion. The foregoing does not constitute a complete summary of the terms of the COD and reference is made to the complete text of the COD filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated by reference herein





4

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. The financial statements required by Item 9.01 with respect to the acquisition described in Item 2.01 are not being filed herewith but will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.

(b) Pro forma financial information. The pro forma financial information required by Item 9.01 with respect to the acquisition described in Item 2.01 above is not being furnished herewith but will be furnished by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.





(d) Exhibits

See the Exhibit Index below, which is incorporated by reference herein.

Exhibit No. Description


    3.1         Certificate of Designation, as filed by TraQiQ, Inc. with the
              Secretary of State of the State of California on December 30, 2022
    4.1         Amended and Restated Senior Secured Term Note, dated as of
              December 30, 2022, issued by TraQiQ, Inc. to Michaelson Capital
              Special Finance Fund II, L.P.
    4.2         20% OID Senior Secured Promissory Note, dated as of January 4,
              2023, issued by TraQiQ, Inc. to Evergreen Capital Management LLC
   10.1*        Asset Purchase Agreement, dated as of December 30, 2022, by and
              among TraQiQ, Inc., Renovare Environmental, Inc. and BioHiTech
              America, LLC
   10.2         Assignment of Stock, dated as of December 31, 2022, by and among
              TraQiQ, Inc., Mimo Technologies Private Ltd. and Lathika
              Regunathan
   10.3         Assignment of Stock , dated as of December 31, 2022, by and among
              TraQiQ, Inc., TraQiQ Solutions Private Ltd. and Lathika Regunathan
   10.4         Assignment of Units, dated as of December 31, 2022, by and among
              TraQiQ, Inc., Rohuma LLC and Happy Kompany LLC represented by
              Sandeep Soni
   10.5*        Security Agreement, dated as of December 30, 2022, between TraQiQ,
              Inc. and Michaelson Capital Special Finance Fund II, L.P.
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

* Schedules, exhibits and similar supporting attachments to this exhibit are

omitted pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish a

supplemental copy of any omitted schedule or similar attachment to the

Securities and Exchange Commission upon request.






5

© Edgar Online, source Glimpses