UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 to
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
Commission File No. 000-54298
TERRA TECH CORP. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 26-3062661 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
18101 Von Karman, Third Floor
Irvine, California 926121
(Address of principal executive offices, zip code)
(855) 447-6967
(Registrant’s telephone number, including area code)
_____________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes ¨ No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | o | Non-accelerated filer | o |
| Accelerated filer | o | Smaller reporting company | x |
| (Do not check if a smaller reporting company) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
At June 30, 2013, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $9,657,445. As of December 31, 2013, the Registrant had a total of 233,802,141 shares of common stock issued and outstanding, which assumes the conversion of 100 shares of Series A Preferred Stock, convertible at any time into 100 shares of common stock, and 14,750,000 shares of Series B Preferred Stock, convertible into 79,418,802 shares of common stock, and warrants convertible into 17,320,340 shares of common stock.
EXPLANATORY NOTE
Terra Tech Corp. (the “Company”), hereby amends its Form 10-K for the fiscal year ended December 31, 2013, filed with the Securities and Exchange Commission on March 31, 2014, to change information required on the cover page of Form 10-K, by unchecking the “Yes” box provided on the cover page of this Form 10-K to indicate that, at the time of filing the Form 10-K the Company was not a shell company. The Company mistakenly checked that it was a shell company in its March 31, 2014 filing. The Company was not a shell company on March 31, 2014.
There are no other changes to the original Form 10-K filed on March 31, 2014, other than that outlined in this document. This Amendment No. 1 to Form 10-K does not reflect events occurring after the filing of the original Form 10-K on March 31, 2014, or modify or update the disclosures therein in any way other than as required to reflect the amendment set forth herein
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TERRA TECH CORP. | |||
| (Name of Registrant) | |||
| Date: April 16, 2014 | By: | /s/ Derek Peterson | |
| Name: | Derek Peterson | ||
| Title: | President, and Chief Executive Officer (principal executive officer) | ||
| Date: April 16, 2014 | By: | /s/ Michael James | |
| Name: | Michael James | ||
| Title: | Chief Financial Officer (principal financial officer and principal accounting officer) |
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EXHIBIT INDEX
| Number | Description | |
| 2.1 | Agreement and Plan of Merger dated February 9, 2012, by and among Terra Tech Corp., a Nevada corporation, TT Acquisitions, Inc., a Nevada corporation, and GrowOp Technology Ltd., a Nevada corporation (2) | |
| 2.2 | Articles of Merger (2) | |
| 2.3 | Share Exchange Agreement, dated April 24, 2013, by and among the Registrant, Edible Garden Corp., a Nevada corporation, and the holders of common stock of Edible Garden Corp. (4) | |
| 2.4 | Form of Articles of Share Exchange (5) | |
| 3.1.1 | Articles of Incorporation dated July 22, 2008 (1) | |
| 3.1.2 | Certificate of Amendment dated July 8, 2011 (5) | |
| 3.1.3 | Certificate of Change dated July 8, 2011 (5) | |
| 3.1.4 | Certificate of Amendment dated January 27, 2012 (2) | |
| 3.1.5 | Certificate of Designation for Series A Preferred Stock (3) | |
| 3.1.6 | Certificate of Designation for Series B Preferred Stock (3) | |
| 2.1 | Agreement and Plan of Merger dated February 9, 2012, by and among Terra Tech Corp., a Nevada corporation, TT Acquisitions, Inc., a Nevada corporation, and GrowOp Technology Ltd., a Nevada corporation (2) | |
| 2.2 | Articles of Merger (2) | |
| 2.3 | Share Exchange Agreement, dated April 24, 2013, by and among the Registrant, Edible Garden Corp., a Nevada corporation, and the holders of common stock of Edible Garden Corp. (4) | |
| 2.4 | Form of Articles of Share Exchange (4) | |
| 3.2 | Bylaws (1) | |
| 21.1 | Subsidiaries of the Registrant (6) | |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS * | XBRL Instance Document (6) | |
| 101.SCH * | XBRL Taxonomy Extension Schema Document (6) | |
| 101.CAL * | XBRL Taxonomy Extension Calculation Linkbase Document (6) | |
| 101.DEF * | XBRL Taxonomy Extension Definition Linkbase Document (6) | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document (6) | |
| 101.PRE * | XBRL Taxonomy Extension Presentation Linkbase Document (6) | |
___________
| (1) | Incorporated by reference to Registration Statement on Form S-1 (File No. 333-156421), filed with the Commission on December 23, 2012. |
| (2) | Incorporated by reference to Current Report on Form 8-K (File No. 000-54258), filed with the Commission on February 10, 2012. |
| (3) | Incorporated by reference to Amendment No. 3 to Current Report on Form 8-K (File No. 000-54258), filed with the Commission on April 19, 2012. |
| (4) | Incorporated by reference to Current report on Form 8-K (File No. 000-54258), filed with the Commission on May 6, 2013. |
| (5) | Incorporated by reference to Registration Statement on Form S-1 (File No. 333-191954), filed with the Commission on October 28, 2013. |
| (6) | Incorporated by reference to Annual Report on Form 10-K (File No. 000-54258), filed with the Commission on March 31, 2014. |
| ** | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
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