The 57 million shares haven't been sold yet. S1 was filed a few weeks ago. Press release today
Irvine, Jan 06, 2015 (GLOBE NEWSWIRE via COMTEX) -- Terra Tech Corp. (TRTC) today announced that it obtained a committed equity line under which it may from time to time sell up to 57,000,000 shares of its common stock to Magna Equities II, LLC over a 24-month period following the effectiveness of a re-sale registration statement that Terra Tech filed with the Securities and Exchange Commission on December 24, 2014. Terra Tech will determine, in its sole discretion, the timing, price and amount of the draws. The purchase price of each share will be equal to 95% of the market price during the five consecutive trading days immediately preceding the date of the applicable draw down, with the market price equal to the average of the three lowest VWAPs of the common stock in the five trading day period immediately preceding the date of the applicable draw down notice. Terra Tech intends to use the net proceeds from any sale of common stock under the equity line to execute its growth strategy, to aid in the commercial development of its subsidiaries, and for general corporate purposes.
In connection with its execution of the equity line documents, Terra Tech issued 416,667 shares of its restricted common stock to Magna as a commitment fee. The offer and sale of shares of common stock by Terra Tech under the equity line is and will be pursuant to an exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
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