AskMuncher
4年前
$GRVE Groove Botanicals, Inc. Retains PCAOB Auditor TAAD, LLP to Perform Fiscal Year 2020 & 2021 Audits
Press Release | 01/27/2022
MINNEAPOLIS, MN, Jan. 27, 2022 (GLOBE NEWSWIRE) -- Groove Botanicals, Inc. (“Groove” or the “Company”) (OTC: GRVE) today announced that it has retained the audit services of CPA firm TAAD, LLP, https://taadllp.com/ (“TAAD”), to perform audits of the Company’s Fiscal Year 2020 and 2021 financial statements.
The objectives of the audits are to provide investors with greater transparency and certainty surrounding Groove’s financial reporting as well as to receive the auditor's expression of an opinion on the financial statements to ensure the content is fairly presented. Upon completion of the audits, the Company plans to take the next steps to becoming a fully reporting public company on the OTC Markets.
Kent Rodriguez, President and CEO of Groove Botanicals, Inc., commented: “Groove is pleased to announce that the Company has retained CPA firm TAAD, LLP to conduct a two-year audit of our 2020 and 2021 financial statements, estimated to be completed by March 2022. TAAD is registered with the PCAOB and the AICPA and provides assurance, tax, and consulting services to companies that are planning to go public or are already publicly traded in the U.S. Upon completion of these audits, Groove will be a fully reporting public company,” concluded Mr. Rodriguez.
About Groove Botanicals, Inc.
Groove Botanicals, Inc., (OTC: GRVE) is a consumer health products company dedicated to improving people’s health and well-being. We are dedicated to creating novel consumer products that optimize human health. Our products contain premium hemp and Curcuma plant-based extracts that contain a broad range of cannabinoids, including cannabidiol (CBD) and natural vegan water-soluble derivatives. They are crafted with care for daily health and wellness to boost the immune system, create balance within the body, and unlock the beneficial properties of our organic plant-based product-based extracts. We will assemble a portfolio of assets via royalty agreements, equity investments, licensing agreements, and our own proprietary innovative CBD skincare products.
Forward-Looking Statements
This press release contains statements, which may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of Groove Botanicals, Inc., and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
FOR FURTHER INFORMATION, please contact:
Groove Botanicals, Inc.
310 Fourth Avenue South
Suite 7000
Minneapolis, MN 55415
Kent Rodriguez, President & CEO
Telephone: 612-315-5068
Email: k.rodriguez@groovebotanicals.com
Investor Relations Contact:
Skyline Corporate Communications Group, LLC
Lisa Gray, Senior Account Manager
One Rockefeller Plaza, 11th Floor
New York, NY 10020
Office: (646) 893-5835
Email: lisa@skylineccg.com
Magnum7419
7年前
Item 1.01. Entry into a Material Definitive Agreement.
https://www.oneqor.com/
On October 30, 2019, Terra Tech Corp. a Nevada corporation (“Terra Tech”), TT Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Terra Tech (“Merger Sub”), OneQor Technologies, Inc., a Delaware corporation (“OneQor”), Matthew Morgan, an individual, Larry Martin, an individual, and Larry Martin, solely in his capacity as the Shareholder Representative, 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, Merger Sub 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 Financial Officer of Terra Tech, respectively, is a minority shareholder of OneQor.
The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. 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 (the “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.
The Merger Agreement contains certain termination rights for both Terra Tech and OneQor, and further provides that, upon termination of the Merger Agreement under specified circumstances, Terra Tech may be required to pay OneQor a termination fee of $3,000,000.
At the effective time of the Merger, the Board of Directors of Terra Tech is expected to consist of eight members, four of whom will be designated by Terra Tech and four of whom will be designated by OneQor. In addition, upon the consummation of the Merger, it is anticipated that the Board of Directors of Terra Tech will be expanded to consist of nine members, with the ninth member designated by OneQor.
The Merger Agreement contains representations and warranties of Terra Tech, OneQor and the Shareholders, and closing conditions, customary for a transaction of this nature. Terra Tech cannot provide any assurance that any transactions contemplated by the Merger Agreement will be consummated. The foregoing summary and description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
2
Item 8.01. Other Events.
In addition, Terra Tech is announcing its intention, following the Merger, to weigh 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. The parties to the Merger believe that separating the historical Terra Tech and OneQor businesses is believed to be the best strategy to maximize shareholder value. Throughout the separation process, the Board of Directors will continue to be open to strategic transactions for each business that could create additional stockholder value and is actively engaged in discussions with parties interested in each of the businesses. There can be no assurances that any of the transactions described in this Item 8.01 will be consummated.
Attached as Exhibit 99.1 is a copy of the joint press release issued by Terra Tech and OneQor on November 4, 2019 announcing the execution of the Merger Agreement. The information in Exhibit 99.1 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 it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of business acquired.
The Company intends to file the financial statements of OneQor required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits
Exhibit Number
Description
10.1
Agreement and Plan of Merger, dated as of October 30, 2019, by and among Terra Tech, OneQor, Merger Sub, Matthew Morgan, Larry Martin and the Shareholder Representative .
99.1
Press release dated November 4, 2019.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TERRA TECH CORP.
Date: November 4, 2019
By:
/s/ Derek Peterson
Derek Peterson
Chief Executive Officer
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