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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

nOTE 20: SUBSEQUENT EVENTS

 

Acquisition of Assets

 

On January 5, 2023, TraQiQ, Inc., a California corporation (the “Company”), consummated the transactions contemplated by the Asset Purchase Agreement dated as of December 30, 2022 (the “Purchase Agreement”) among Renovare Environmental, Inc. (“REI”) and BioHiTech America, LLC (“BHT” and, together with REI, the “ Renovare Sellers” or “Sellers”) and the Company, pursuant to which the Sellers sold and assigned to the Company, and the Company purchased and assumed from the Renovare Sellers, (a) certain assets related to the business of (i) offering aerobic digestion technology solutions for the disposal of food waste at the point of generation and (ii) data analytics with respect to food waste (collectively, the “Digester Business”) and (b) certain specified liabilities of the Sellers, including, but not limited to, indebtedness in an amount equal to $3,017,089 (the “Michaelson Debt”) owed to Michaelson Capital Special Finance Fund II, L.P. (“Michaelson”).

 

In exchange for the assets of the Digester Business, the Company (a) paid the Renovare Sellers an amount equal to $150,000 (the “Cash Consideration”) and (b) issued to REI (i) 1,250,000 shares of the Company’s Series B Preferred Stock, par value $0.0001 (the “Series B Preferred Stock”), and (ii) 15,686,926 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), a portion of which is being held in escrow. The Purchase Agreement contained standard representations and warranties by the Company and the Renovare Sellers which, except for fundamental representations, remain in effect for twelve months following the closing date. 1,568,693 shares of the Common Stock portion of the closing consideration were placed into escrow, the release of which is contingent upon a mutual agreement of the parties or January 4, 2024 or if a claim is pending, a final non -appealable order of any court of competent jurisdiction.

 

Additional agreements ancillary to the asset acquisition were also executed, including but not limited to a bill of sale, assignment and assumption agreement, an escrow agreement and a domain name assignment agreement.

 

The Renovare Sellers also agreed that, for a period of five years from closing date, the Sellers would not engage in a business that competes with the Digester Business.

 

OID Promissory Notes

 

To facilitate the Company’s payment of the Cash Consideration, on January 4, 2023, the Company borrowed the full amount of the Cash Consideration from an accredited investor in exchange for a 20% OID Senior Secured Promissory Note dated January 4, 2023 in the original principal amount of $180,000 (the “OID Note”). The OID Note matures on January 4, 2024, bears interest at the rate of ten percent (10%) per annum and has no prepayment penalty. In the event of a default by the Company under the OID Note, the outstanding principal and interest will be convertible by the holder into Common Stock at a conversion price equal to the lower of (i) $.015 per share and (ii) an amount equal to 90% of the average of the two lowest volume weighted average prices of the Common Stock for the five consecutive trading days prior to the conversion date.

 

On January 5, 2023, the Company entered into a 11% OID Senior Secured Promissory Note with Evergreen in the amount of $480,000 (includes $80,000 of Original Issue Discount). The note has a maturity of twelve months and accrues interest at a rate of 10% per year. The conversion price is equal to the lesser of $0.015 or 90% of average of the two lowest VWAPs for the five consecutive trading days ending on the trading day that is immediately preceding the delivery of a notice of conversion. In accordance with the terms of this note, the Company issued 150,000 shares of common stock as a commitment fee.

 

Assumption Agreement

 

In connection with the Company’s assumption of the Michaelson Debt, pursuant to the Purchase Agreement, Michaelson, the Company, the Renovare Sellers, BHT Financial, LLC (“BHTF”), BioHiTech Europe, PLC (“BHTE”), E.N.A. Renewables (“ENA”) and New Windsor Resource Recovery (together with the Sellers, BHTF, BHTE and ENA, the “Renovare Companies”) entered into an Assumption Agreement (the “Assumption Agreement”), pursuant to which the Company assumed all of the obligations and liabilities with respect to the Michaelson Debt.

 

Secured Term Note

 

In connection with the transactions contemplated by the Purchase Agreement and the Assumption Agreement, on January 5, 2023, the Company issued to Michaelson an Amended and Restated Senior Secured Term Note (the “Michaelson Note”) in the principal amount equal to the Michaelson Debt. The Michaelson Note is payable in five principal installments, with the first four installments each in the principal amount of $250,000 payable on each of January 31, 2023, March 31, 2023, June 30, 2023 and September 30, 2023 and with the last installment in the total remaining principal balance payable on December 31, 2023. The Michaelson Note bears interest at the rate of twelve percent (12%) per annum that is payable monthly.

 

Security Agreement

 

In connection with the transactions contemplated by the Purchase Agreement, the Assumption Agreement and the Michaelson Note, the Company entered into a Security Agreement with Michaelson, pursuant to which the Company granted to Michaelson a security interest and lien upon all of the Company’s personal property, tangible or intangible, and whether then owned or thereafter acquired, or in which the Company has or at any time obtains any right, title or interest, in each case to collateralize the Company’s obligations under the Michaelson Note and the Assumption Agreement.