TraqIQ, Inc. completed the acquisition of Digester Business from Renovare Environmental, Inc. and BioHitech America, LLC for $18.37 million.
January 05, 2023
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TraqIQ, Inc. (OTCPK:TRIQ) agreed to acquire Digester Business from Renovare Environmental, Inc. and BioHitech America, LLC on December 30, 2022. TraqIQ, assumed certain specified liabilities of the Sellers, including, but not limited to, indebtedness in an amount equal to $3,017,089.85 owed to Michaelson Capital Special Finance Fund II, L.P. In exchange for the assets of the Digester Business, the Company (a) paid the Renovare Sellers an amount equal to $150,000 and (b) issued to REI (i) 1,250,000 shares of the Company's Series B Preferred Stock, par value $0.0001, 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.
Eric Hellige of Pryor Cashman LLP acted as legal advisor to TraqIQ, and Peter Campitiello of McCarter & English, L.L.P. acted as legal advisor to Renovare Environmental, Inc.
TraqIQ, Inc. (OTCPK:TRIQ) completed the acquisition of Digester Business from Renovare Environmental, Inc. and BioHitech America, LLC for $18.37 million on January 5, 2023.
Titan Environmental Solutions Inc. is a technology-enabled environmental services company. The Company is engaged in improving environmental efficiency while relying on brick and mortar, generating traditional waste management and recycling targets. The Company's vertically aligned services provide customers with convenience and increased revenues by lowering waste disposal costs. The Company offers solutions, such as waste management solutions, and technology solutions. It offers dumpster rentals, residential and curb side waste removal, commercial waste removal, municipal residential pick-up, construction waste services, and recycling and disposal transfer station services. The Company is also focused on being a consolidator of environmental service companies with a focus on acquiring cash-flow-generating assets in the environmental industry, vertically integrating its operations, and integrating future acquisitions into its technology-based solutions to waste management.