Terra Tech Corp (OTC: TRTC), a vertically integrated and cannabis-oriented agricultural company, announced Monday that it has signed an agreement and plan of merger with the private pharmaceutical company OneQor Pharmaceutical.
Under the agreement, OneQor will merge with a subsidiary of Terra Tech in an all-stock transaction.
The joint company will work on new pharmaceutical growth opportunities for OneQor, and Terra Tech’s portfolio should continue with its operations in the short-term, Terra Tech said in a press release.
Per the deal, Terra Tech shareholders will hold around 45% of the combined company, while OneQor shareholders and certain holders of OneQor Simple Agreements for Future Equity will obtain the rest 55% of the joint company.
The companies expect the merger to be finalized by early December.
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The new company plans to list on a national securities exchange and to consider a few strategic options “for the legacy Terra Tech business segments” that could come in the form of spin-off or merger.
"With our scientific research and proprietary compounds, combined with Terra Tech's loyal shareholders, asset management, and corporate governance structure, we are confident OneQor will be able to positively impact the way society and big-box retailers approach OTC care. I have known the Terra Tech team for years and we believe that the alignment with Terra Tech will make this fundamental vision a reality," OneQor CEO Matthew Morgan said in a statement.
The cannabis industry is facing "strong headwinds" from both a capital and regulatory standpoint, Terra Tech CEO Derek Peterson said in a statement.
"We feel confident that this is the best use of the company's balance sheet in order to achieve growth and profitable returns for shareholders."
Terra Tech shares were up 10.2% at 27 cents at the time of publication.