10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number:  000-54457

TREES CORPORATION

(Exact name of registrant as specified in its charter)

COLORADO	90-1072649
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

215 Union Boulevard, Suite 415
Lakewood, Colorado 80228

(Address of principal executive offices)

Registrant’s telephone number, including area code: (303) 759-1300

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered	Ticker symbol
N/A	N/A	N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

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 ☒

Indicate by check mark whether the registrant (1) has filed all reports 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 ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒
Smaller reporting company	☒	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):  Yes ☐   No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s common stock , par value $0.01 per share (“Common Stock”), on June 30, 2022, was $12,919,668.

As of April 25, 2024, the Registrant had 108,746,520 issued and outstanding shares of Common Stock.

Auditor Firm ID:	Auditor Name:	Auditor Location:
457	Haynie & Company	Salt Lake City, Utah

EXPLANATORY NOTE

TREES Corporation (“we”, “us”, the “Company”, or “TREES”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (this “Amendment”) for the year ended December 31, 2023, which was originally filed with the Securities and Exchange Commission (“SEC”) on April 10, 2024 (“Original 10-K”), in order to add the disclosure required by Part III of Form 10-K.

In addition, as required by Rule 12b-15 under the Securities Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are attached to this Form 10-K/A as Exhibits 31.1 and 31.2.

Except for the foregoing amended information, we have not updated the disclosures contained in this Form 10-K/A to reflect events that have occurred subsequent to the filing date of the Original 10-K.  Accordingly, this Form 10-K/A should be read in conjunction with the Original 10-K and our subsequent filings with the SEC.

TABLE OF CONTENTS

	PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	1
Item 11.	Executive Compensation	6
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	11
Item 13.	Certain Relationships and Related Transactions and Director Independence	12
Item 14.	Principal Accounting Fees and Services	13
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	14
	Signatures	15

i

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Information Concerning Directors

Each of the persons named below currently serve as a director of the Company.

Name	Age	Positions
Carl J. Williams	72	Chairman of the Board
Adam Hershey	51	Director and Interim Chief Executive Officer
Richard Travia	42	Director
Timothy Brown	38	Director and Chief Visionary Officer

Carl J. Williams was appointed Chairman of the Board on September 11, 2020. Mr. Williams is the Chair of the Compensation Committee and a member of the Audit Committee. Mr. Williams’s career in financial services spans 30 years and includes several high profile industry positions. Mr. Williams served as a director of Planet Payment, Inc. [formerly Nasdaq: PLPM], a company which processes merchant payments internationally, beginning in August 2013 before being elevated in February 2014 to Chairman and CEO, positions that he held until 2020 (Planet Payment was sold in 2018 to the Fintrax Group, a leader in payment processing). Before that, from 2004 until 2009, Mr. Williams was President of World Wide Payment Processing for Global Payments [NYSE: GPN], and served as its Advisor to Global Payments on Business Development and International Operations from 2009 to 2013. He also served as Managing Director of Pay Anywhere, LLC from 2012 until 2013. He also served as President of the Merchant Services Division of National Processing Company, one of the nation’s largest processors of credit card, debit and check transactions. He holds a BA from La Salle University. The Company believes Mr. Williams’s qualifications to sit on the Company’s Board of Directors include his prior and extensive leadership positions with public companies.

Adam Hershey was appointed as the Interim Chief Executive Officer on May 7, 2021, and a director on July 13, 2020. Mr. Hershey is the Chair of the Corporate Governance and Nominating Committee. Mr. Hershey has over 25 years of investing experience in public and private markets. He is currently the Founder, Managing Partner and Portfolio Manager of Hershey Strategic Capital, LP, an opportunistic, alternative asset manager focused on active investing in small cap public companies that was founded in July 2009. He invests in both public and private companies, covering multiple industries with a typical investment time frame of three to five years, focusing on fundamental, long term absolute returns across the capital structure. He is also the Founder and Managing Member of several investment partnerships that focus on providing growth and expansion capital. Mr. Hershey was a Partner and Chief Investment Officer at SIAR Capital, LLC, a single-family office specializing in undervalued and emerging growth companies based in New York City from September 2007 through June 2016, and remained a consultant through December 2016. At SIAR Capital he invested in public and private companies, as well as third-party alternative asset managers and multiple co-investment transactions. The investment focus was based on maintaining a concentrated portfolio of undervalued and emerging companies, working closely with management to foster economic value through the development of various businesses. SIAR Capital broadened its investment mandate to include opportunistic investments across asset classes. Mr. Hershey graduated from Tulane University A.B. Freeman School of Business with a B.S.M. in 1994. The Company believes Mr. Hershey’s qualifications to sit on the Company’s Board of Directors include his prior and extensive investing experience in public and private markets.

Richard Travia was appointed a Director on September 11, 2020. Mr. Travia is the Chair of the Audit Committee and a member of the Compensation Committee. Richard Travia founded Wildcat Advisory Group in 2017 and Wildcat Investment Management in 2018. Wildcat Advisory Group is a diversified business and investment consultant that advises small and medium size public and private companies, institutional investors such as family offices, private equity funds and hedge funds, and institutional-quality service providers. Wildcat Investment Management provides investment management services for Wildcat’s SPV business. Mr. Travia is a Manager of YVP GP, LLC, the General Partner of a late-stage venture investment business. He also acts as the Manager of the Arnott Capital Opportunities GP LLC, is a Director of the Arnott Opportunities (Cayman) Fund Ltd and the DelGatto Diamond Finance Cayman Ltd. Fund. Mr. Travia is a member of the Board of Advisors for Trebel Music, the Board of Advisors for Freedom Football League and the Board of Directors for the San Diego Warriors football franchise. Mr. Travia is a registered Director with CIMA and has served as a member of many Liquidation Committees, Creditor Committees and Debt Classes. Prior to launching Wildcat, he co-founded Tradex Global Advisors in 2004 and Tradex Global Advisory Services in 2014. While at Tradex, he served as the COO and Compliance Officer of the firm, Director of Research for the fund of hedge funds business and Head of Risk Management for the single hedge fund business. Mr. Travia has more than 20 years of experience in alternative asset investing. Prior to founding Tradex Global Advisors, he served as the lead analyst for the Select Access Family of Funds, a fund of hedge funds business. Mr. Travia graduated from Villanova University in 2003 with a Bachelor’s Degree in Economics. He has served as a Senator on the University Senate, a member of the University’s Executive Committee and as a Board Member, Executive Committee Member and Treasurer of Stamford’s East Side Partnership. He is currently a Member of the Villanova University MBA Mentor Program, the Villanova University Student- Athlete Mentor Program, the Christopher & Dana Reeve Peer & Family Support Program and serves as a Member of the Board of Trustees and the Treasurer for the Zoological Society of New Jersey, which supports the Essex County Turtle Back Zoo, the largest zoo in the state. Richard is also active with Villanova’s Institute for Innovation and Entrepreneurship, Villanova’s Office of Diversity, Equity and Inclusion, and Villanova’s LEVEL, an organization on campus dedicated to ‘leveling’ the playing field for students with disabilities. The Company believes Mr. Travia’s qualifications to sit on the Company’s Board of Directors include his prior and extensive investing experience in public and private markets.

Timothy Brown was appointed a Director and Member of the Nominating Committee on September 7, 2021. Mr. Brown serves as the Chief Visionary Officer of the Company. From 2017 to 2021, Mr. Brown served as the Chief Executive Officer of TREES, cannabis dispensaries in Colorado and Oregon that the Company acquired in 2021. Prior to that, from 2014 to 2017, Mr. Brown served as President of Apex Greenhouse Management. The Company believes Mr. Brown’s qualifications to sit on the Company’s Board of Directors include his position as one of the largest shareholders in the Company, prior ownership of TREES cannabis dispensaries and extensive knowledge of the Colorado cannabis market.

1

CORPORATE GOVERNANCE AND BOARD MATTERS

Code of Business Conduct and Ethics

The Board has established a corporate Code of Ethics, as defined by Item 406 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that applies to our principal executive officer, principal financial officer, principal accounting officer or controller and all persons performing similar functions. Among other matters, the Code of Ethics is designed to ensure that:

● Company business is conducted in an ethical, moral and legal manner;

● Reports, documents and other public communications made by the Company are delivered in a timely, fair, complete, accurate and understandable manner;

● Mechanisms to monitor and promote compliance with applicable governmental laws, rules and regulations are established and maintained;

● Business transactions are properly authorized and completely and accurately recorded on the Company’s books and records in accordance with generally accepted accounting principles and established Company financial policies; and

● Employees work together in order to provide a mechanism for members of the organization to inform senior management of deviations from policies and procedures governing honest and ethical behavior.

Our Code of Ethics may be found on our website at https://www.treescann.com/code-of-ethics/.

Director Independence

Applying the definition of independence under Nasdaq rules, the Board has determined that Messrs. Williams and Travia are “independent” directors.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Attendance of Directors at Board Meetings and Annual Meeting of Shareholders

During 2023, the Board of Directors met (or acted via written consent) fifteen times, the Audit Committee met four times, the Compensation Committee met one time and the Nominating and Corporate Governance Committee met one time. Each director who was on the Board during this timeframe attended at least 75% of the aggregate number of meetings held during his term of service. The Company does not have a policy requiring its directors to attend the Annual Meeting of Shareholders.

Board Committees

The Board has three committees with their respective principal functions and membership described below. Each committee has a charter that is posted on our website at www.treescann.com (select the “Investors” link and then the “Board Committee Charters” link). On an annual basis, each committee reviews the adequacy of its charter and its performance.

2

Audit Committee

Our Audit Committee consists of each of Mr. Travia and Mr. Williams. The Audit Committee, among other things:

● reviews the annual audited consolidated financial statements with management and the independent auditors and determines whether to recommend to the Board of Directors that they be included in our Annual Report on Form 10-K;

● reviews proposed major changes to our auditing and accounting principles and practices;

● reviews and evaluates our system of internal control;

● reviews significant financial reporting issues raised by management or the independent auditors; and

● establishes procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters as well as the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

The Board has determined that Mr. Travia is an “audit committee financial expert” as defined in the applicable rules and regulations of the Exchange Act and that Mr. Travia and Mr. Williams are “independent directors” applying the definition of independence under Nasdaq rules. Mr. Travia serves as Chair of the Audit Committee.

Compensation Committee

The Compensation Committee oversees our executive compensation and recommends various incentives for key employees to encourage and reward increased corporate financial performance, productivity and innovation. The Compensation Committee is responsible for: (a) assisting the Board in fulfilling its fiduciary duties with respect to the oversight of our compensation plans, policies and programs, including assessing our overall compensation structure, reviewing all executive compensation programs, incentive compensation plans and equity-based plans, and determining executive compensation; and (b) reviewing the adequacy of the Compensation Committee charter on an annual basis.

Mr. Williams and Mr. Travia are the members of the Compensation Committee, and Mr. Williams serves as Chair of the Compensation Committee. During the year ended December 31, 2023, no executive officer of the Company served as a member of the compensation committee (or any other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on the Company’s Compensation Committee. Our Chief Executive Officer, upon request, may attend selected meetings of the Compensation Committee.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Mr. Hershey and Mr. Brown. The purpose of the Nominating and Corporate Governance Committee is to identify suitable qualified candidates to be proposed for appointment or election to the Board and to develop corporate governance policies for the Board. Mr. Hershey serves as Chair of the Nominating and Corporate Governance Committee.

Board Leadership Structure

The Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board of Directors. Mr. Williams was appointed Chairman of the Board on September 11, 2020.

3

Role in Risk Oversight

Companies face a variety of risks, including credit risk, liquidity risk, and operational risk. The Board of Directors believes an effective risk management system will allow the Company to (1) make timely identifications of the material risks that the Company faces, (2) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the Board or Audit Committee, (3) implement appropriate and responsive risk management strategies consistent with the Company’s risk profile, and (4) integrate risk management into Company decision-making.

The Board has designated the Audit Committee to take the lead in overseeing risk management. The Audit Committee discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

The Board encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations. The Board also works, with the input of the Company’s executive officers, to assess and analyze the most likely areas of future risk for the Company.

The Director Nomination Process

The Nominating and Corporate Governance Committee considers nominees from all sources, including shareholders. The Board elects nominees recommended by the Nominating and Corporate Governance Committee to fill vacancies and nominates the nominees for election by our shareholders after considering the recommendations of the Nominating and Corporate Governance Committee. Shareholder nominees are evaluated by the same criteria used to evaluate potential nominees from other sources. The Board of Directors will include directors who qualify as “independent” directors within the meaning of the listing standards of Nasdaq, as the same may be amended from time to time. Minimally, nominees should have a reputation for integrity, honesty, and adherence to high ethical standards. They should have demonstrated business experience and the ability to exercise sound judgment in matters related to the current and long-term objectives of the Company, and should be willing and able to contribute positively to the decision-making process of the Company. In addition, they should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of the Company or to fulfill the responsibilities of a director.

The value of diversity on the Board is considered and the particular or unique needs of the Company are taken into account at the time a nominee is being considered. The Board seeks a broad range of perspectives and considers both the personal characteristics (gender, ethnicity, age, etc.) and experience (industry, professional, public service) of directors and prospective nominees to the Board. Additionally, the Board considers the respective qualifications needed for directors serving on various committees of the Board, and serving as chairs of such committees, should be taken into consideration. In recruiting and evaluating nominees, the Board considers the appropriate mix of skills and experience and background needed for members of the Board and for members of each of the Board’s committees, so that the Board and each committee has the necessary resources to perform its respective functions effectively. The Board also believes that a prospective nominee should be willing to limit the number of other corporate boards on which he or she serves so that the proposed director is able to devote adequate time to his or her duties to the Company, including preparing for and attending Board and committee meetings. The re-nomination of existing directors is not viewed as automatic, but based on continuing qualification under the criteria set forth above. In addition, the Board will consider the existing director’s performance on the Board and on any committee on which such director serves, which will include attendance at Board and committee meetings.

Director Nominees by Shareholders. The Nominating and Corporate Governance Committee will consider proposed nominees whose names are submitted to it by shareholders; should shareholders make any future submission.

4

EXECUTIVE OFFICERS

Our current executive officers are listed below. Executive officers are appointed by the Board and serve at the Board’s discretion.

Name	Age	Position
Adam Hershey	51	Interim Chief Executive Officer and Director
Edward Myers	64	Chief Operating Officer, Interim Chief Financial Officer, and Principal Financial and Accounting Officer
Timothy Brown	38	Chief Visionary Officer and Director

Adam Hershey was appointed as the Interim Chief Executive Officer on May 7, 2021, and a director on July 13, 2020. Mr. Hershey is the Chair of the Corporate Governance and Nominating Committee. Mr. Hershey has over 25 years of investing experience in public and private markets. He is currently the Founder, Managing Partner and Portfolio Manager of Hershey Strategic Capital, LP, an opportunistic, alternative asset manager focused on active investing in small cap public companies that was founded in July 2009. He invests in both public and private companies, covering multiple industries with a typical investment time frame of three to five years, focusing on fundamental, long term absolute returns across the capital structure. He is also the Founder and Managing Member of several investment partnerships that focus on providing growth and expansion capital. Mr. Hershey was a Partner and Chief Investment Officer at SIAR Capital, LLC, a single-family office specializing in undervalued and emerging growth companies based in New York City from September 2007 through June 2016, and remained a consultant through December 2016. At SIAR Capital he invested in public and private companies, as well as third-party alternative asset managers and multiple co-investment transactions. The investment focus was based on maintaining a concentrated portfolio of undervalued and emerging companies, working closely with management to foster economic value through the development of various businesses. SIAR Capital broadened its investment mandate to include opportunistic investments across asset classes. Mr. Hershey graduated from Tulane University A.B. Freeman School of Business with a B.S.M. in 1994.

Edward Myers was appointed as Chief Operating Officer on September 16, 2022, and Interim Chief Financial Officer on February 3, 2023. From 2010 – present, Mr. Myers has worked in the FinTech industry at a board and interim CEO level to prepare the businesses for liquidity events, as well as advising on buy-side transactions. From 2004-2010, Mr. Myers served as the President for Global Payments North America (NYSE: GPN). During this time, Mr. Myers also served as Chairman of the Board for Comerica Merchant Services as well as CEO & Chairman of the Board for Global Gaming Services. He also served as Managing Director of Pay Anywhere LLC, a mobile credit card processor (North American Bancard). From 1998 – 2002, Mr. Myers served as Executive Vice President of Spherion Assessment Group (NYSE: SFN), a business unit of Spherion Inc., a recruiting and staffing service. Mr. Myers also previously served as the Divisional Executive Vice President of Merchant Services of National Processing Company (NYSE: NPC), a payment processing company, from 1992-1996.

Timothy Brown was appointed a Director and Member of the Nominating Committee on September 7, 2021. Mr. Brown serves as the Chief Visionary Officer of the Company. From 2017 to 2021, Mr. Brown served as the Chief Executive Officer of TREES, cannabis dispensaries in Colorado and Oregon that the Company acquired in 2021. Prior to that, from 2014 to 2017, Mr. Brown served as President of Apex Greenhouse Management.

DELINQUENT SECTION 16(A) REPORTS

The Company’s securities are currently registered under Section 12 of the Exchange Act. As a result, and pursuant to Rule 16a-2, the Company’s directors and officers and holders of 10% or more of its common stock are currently required to file statements of beneficial ownership with regards to their ownership of the Company’s equity securities under Sections 13 or 16 of the Exchange Act. The Company’s officers, directors and beneficial owners of 10% or more of its equity securities became subject to such requirement and, to date, to the Company’s knowledge based solely upon a review of Forms 3, 4 and 5 and any amendments thereto furnished to us during the most recent fiscal year, none of such persons has failed to file on a timely basis, as disclosed in the above forms, reports required by Section 16(a) of the Exchange Act during the most recent fiscal year.

5

ITEM 11. EXECUTIVE COMPENSATION

Introduction

This Executive Compensation section is designed to provide shareholders with an understanding of our compensation program and to discuss the compensation earned for 2023 by our named executive officers. The Compensation Committee oversees our executive compensation and recommends various incentives for key employees to encourage and reward increased corporate financial performance, productivity and innovation. The Compensation Committee is responsible for: (a) assisting our Board in fulfilling its fiduciary duties with respect to the oversight of the Company’s compensation plans, policies and programs, including assessing our overall compensation structure, reviewing all executive compensation programs, incentive compensation plans and equity-based plans, and determining executive compensation; and (b) reviewing the adequacy of the Compensation Committee charter.

Named Executive Officers

In 2023, our ‘named executive officers’ included:

● Adam Hershey, Interim Chief Executive Officer

● Edward Myers, Chief Operating Officer, Interim Chief Financial Officer, and Principal Financial and Accounting Officer

● Timothy Brown, Chief Visionary Officer

Our Philosophy on Executive Compensation

Our primary objectives with respect to executive compensation are to attract and retain the best possible executive talent, to link annual compensation (cash and stock-based) and long-term stock-based compensation to achievement of measurable corporate goals and individual performance, and to align executives’ incentives with shareholder value creation. To achieve these objectives, we are endeavoring to implement and maintain compensation plans that tie our executives’ overall compensation to our financial performance and return to shareholders. Overall, the total compensation opportunity is intended to create a competitive executive compensation program.

Our Process for Executive Compensation

The Compensation Committee oversees our executive compensation program. The Compensation Committee develops and recommends to the Board the overall compensation package for our Chief Executive Officer and, with the assistance of our Chief Executive Officer, for each of our other executive officers. Our Chief Executive Officer does not participate in determining his compensation. Although objective criteria may be used, the Compensation Committee retains final discretion in determining the compensation of our executive officers. In general, the Compensation Committee makes its final determination of both annual incentive awards and awards earned based on long-term performance in the first quarter following the end of each performance period.

In implementing and administering the Company’s compensation philosophy, the Committee:

● Reviews market data to assess the competitiveness of the Company’s compensation policies;

● Reviews the Company’s performance against the Company’s plans and budgets and considers the degree of attainment of performance goals and objectives; and

● Reviews the individual performance of each executive officer.

6

As a general practice, the Committee makes significant decisions over multiple meetings, discussing conceptual matters, reviewing preliminary recommendations, reviewing final recommendations and reviewing advice of legal advisors before acting. The Committee also holds special meetings as necessary in order to perform its duties.

Elements of Named Executive Officer Compensation

Our named executive officer compensation consists of base salary, annual performance based cash and equity incentives, long-term equity plan participation and customary broad-based employee benefits. In addition, on occasion, the Compensation Committee may award special bonuses to the named executive officers based on individual performance and company metrics. The mix of base salary and annual bonus opportunity based on achievement of objectives and long-term stock-based compensation incentive (in the form of appreciation in shares underlying stock options and restricted stock units) varies depending on the officer’s position.

The following discussion describes the mix of compensation methods that we use.

Base Salary. Base salaries for our named executive officers are established based on the scope of their responsibilities.

Annual Incentives. Our employment contracts with our named executive officers provide them with an opportunity to receive annual cash and stock incentive compensation consisting of a cash bonus and a stock or option award. Any such annual incentive would be dependent upon attaining specific corporate and/or personal objectives for the prior fiscal year, as well as the Company achieving its stated financial budget. Our goal with bonuses to our named executive officers is to reward executives in a manner that is commensurate with the level of achievement of certain financial and operational goals that we believe, if attained, result in greater long-term shareholder value. We believe that stock ownership is an important factor in aligning corporate and individual goals. The Board of Directors approves these financial and strategic goals on an annual basis.

Long-term Incentives. The Company’s 2020 Equity Incentive Plan is designed to reward executives when they have created substantial value for shareholders over a specified period of time. It does this, in part, by (a) granting options that vest over a period of one or more years, and (b) instituting strike prices for options that are at or above current market prices, such that the award only has value if the Company’s stock price increases. We believe that providing long-term incentives as a component of compensation helps us to attract and retain our named executive officers. These incentives also align the financial rewards paid to our named executive officers with our long-term performance, thereby encouraging our named executive officers to focus on our long-term performance goals.

Other Benefits. Named executive officers are eligible to participate in all of our employee benefit plans, such as health and welfare benefits.

7

The following table provides certain information regarding compensation awarded to, earned by or paid to each of our named executive officers in the years ended December 31, 2023 and 2022.

Summary Compensation Table

											All
							Stock		Option		Other
			Salary		Bonus		Awards		Awards		Compensation		Total
Name & Principal Position	Year		($)		($)		($)		($)		($)		($)
Adam Hershey		2023		142,358		—		—		—		—		138,417
Interim Chief Executive Officer		2022		125,000		—		10,127		—		—		135,127
Edward Meyers		2023		200,000				—						200,000
Chief Operating Officer, Interim Chief Financial Officer, and Principal Financial and Accounting Officer		2022		162,500		—		10,127		—		—		172,627
Timothy Brown		2023		171,841				—						171,841
Chief Visionary Officer		2022		400,000		—		—		—		—		400,000

Outstanding Equity Awards at Fiscal Year-End

The tables below reflect all outstanding equity awards made to any named executive officer that were outstanding at December 31, 2023.

OUTSTANDING EQUITY AWARDS

	Option Awards
		Number of	Number of
		Securities	Securities
		Underlying	Underlying
		Unexercised	Unexercised	Option	Option
		Options (#)	Options (#)	Exercise	Expiration
Name	Grant Date	Exercisable	Unexercisable	Price ($)	Date
Adam Hershey	—	—	—	—	—
Edward Myers	—	—	—	—	—
Timothy Brown	—	—	—	—	—

	Restricted Stock Awards
		Number of				Number of
		Securities				Securities
		Underlying		Grant Date		Underlying		Vesting
Name	Grant Date	Granted		Fair Value (1)		Vested		Date (2)
Adam Hershey	April 1, 2022		300,000		133,994		—	undetermined
Edward Myers	April 1, 2022		300,000		133,994		—	undetermined

⁽¹⁾ The grant date fair value is recognized as expense on a straight-line basis over an estimated service period of 10 years.

⁽²⁾ For each named officer the restricted stock awards are divided into three equal tranches of 100,000 awards. Each tranche vests upon the Company’s common stock reaching a target price as reported on the OTCQB market. The first, second and third tranches vest when the Company’s Common Stock per share price reaches $1.00, $2.00, and $3.00, respectively. All units would vest immediately upon a change in control of the Company.

8

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

Effective April 22, 2019, the Company adopted a defined contribution plan that is intended to qualify under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”), the 401(k) Plan provides retirement benefits for all full-time/eligible employees of the Company. The 401(k) Plan allows eligible employees to contribute any amount of their pre-tax annual compensation up to the statutory limit prescribed by the Internal Revenue Service. Under the 401(k) Plan the Company is not required to match employee contributions, although it may elect to make discretionary contributions, adopt profit sharing or implement similar plans in the future.

Employment Contracts

On September 16, 2022, the Company entered into a new consulting agreement with Adam Hershey, its Interim Chief Executive Officer, pursuant to which Mr. Hershey will continue to serve as the Company’s Interim Chief Executive Officer with compensation equal to $200,000 per annum, payable by the Company monthly. The term of the consulting agreement is for a period of one year, with automatic six-month renewals thereafter unless terminated by either party. The Company has also agreed to extend warrants to purchase 7,280,007 shares of Common Stock held by an affiliate of Mr. Hershey for an additional two years until May 29, 2027. The exercise price and all other terms and conditions of such warrants remain unchanged.

Also on September 16, 2022, the Company entered into a new consulting agreement with Mr. Myers, the Company’s Chief Operating Officer and Interim Chief Financial Officer, pursuant to which Mr. Myers will receive compensation equal to $200,000 per annum, payable by the Company monthly. The term of the consulting agreement is for a period of one year, with automatic six-month renewals thereafter unless terminated by either party.

On September 9, 2021, the Company and Timothy Brown, the Company’s Chief Visionary Officer, entered into an employment agreement for a term of two years, subject to earlier termination upon certain conditions. Mr. Brown receives a base salary of $400,000 per annum, subject to downward adjustment based on a formula relating to sales of Common Stock of the Company held by Mr. Brown. The employment agreement terminated as of September 9, 2023 in accordance with its terms. Mr. Brown was paid a pro-rata portion of his base salary for 2023.

2020 Omnibus Incentive Plan

In November 2020, the Board authorized the adoption of and, on November 23, 2020, our shareholders ratified, our 2020 Omnibus Incentive Plan. The 2020 Plan permits the Board, or a committee or subcommittee thereof, to grant to eligible employees, non-employee directors and consultants of the Company and its subsidiaries non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. Subject to adjustment, the maximum number of shares of the Company’s common stock to be authorized for issuance under the 2020 Plan is 10,000,000 shares. As of December 31, 2023, there have been no stock options issued that have been exercised. A total of 2,240,462 restricted stock units (RSUs) have been issued as of December 31, 2023.

2014 Equity Incentive Plan

On October 29, 2014, the Board authorized the adoption of and, on June 26, 2015, our shareholders ratified, our 2014 Equity Incentive Plan for the issuance of 10,000,000 shares of our common stock and, in April 2018, shareholders approved an increase of 5,000,000 shares of common stock that may be granted. The 2014 Equity Incentive Plan provides for the issuance of up to 15,000,000 shares of our common stock, and is designed to provide an additional incentive to executives, employees, directors and key consultants, aligning our long term interests with participants. Forfeited or expired issuances are returned to the shares that may be issued under the 2014 Equity Compensation Plan. As of December 31, 2022, 2,561,184 stock options issued under the Incentive Plan have been exercised.

Director Compensation

For the fiscal year ended December 31, 2023, we compensated our non-employee directors by granting Richard Travia and Carl Williams 520,231 and 500,231 ‘restricted stock units’ (RSUs) exercisable on a one-to-one basis into shares of our common stock, respectively. Each RSU vests upon the earlier of (i) seven (7) years from grant date; (ii) death or disability of participant; (iii) a change in control; or (iv) such other event(s) as may be determined at any time or from time to time, in the discretion of the Committee or the Board.

9

Director Compensation Table

The following table shows information regarding the compensation earned during the fiscal year ended December 31, 2023 by our Board of Directors for service on the board of directors.

	Fees Earned or		Stock	Option
Name	Paid in Cash		Awards	Awards	Total
Carl Williams	$	38,500
Adam Hershey	$	—
Richard Travia	$	38,500
Timothy Brown	$	—

Outstanding Director Option Awards at Fiscal Year End

The following options granted as director compensation were outstanding as of December 31, 2023:

	Number of
	Underlying
	Shares
Carl Williams		400,000
Adam Hershey		—
Richard Travia		375,000
Timothy Brown		—

Outstanding Director Restricted Stock Awards at Fiscal Year End

The following restricted stock awards granted as director compensation were outstanding as of December 31, 2023:

	Number of
	Underlying
	Shares (1)
Carl Williams		800,231
Adam Hershey(2)		300,000
Richard Travia		820,231
Timothy Brown		—

⁽¹⁾ For each named officer, with respect only to 300,000 RSUs, the restricted stock awards are divided into three equal tranches of 100,000 awards. Each tranche vests upon the Company’s common stock reaching a target price as reported on the OTCQB market. The first, second and third tranches vest when the Company’s Common Stock per share price reaches $1.00, $2.00, and $3.00, respectively. All awards would vest immediately upon a change in control of the Company. With respect to the remaining RSUs, they vest upon the earlier of (i) seven (7) years from grant date; (ii) death or disability of participant; (iii) a change in control of the Company; or (iv) such other event(s) as may be determined at any time or from time to time, in the discretion of the Compensation Committee or the Board.

⁽²⁾ Mr. Hershey has 300,000 restricted stock awards outstanding related to his role as the Interim CEO. See earlier discussion of compensation for named executive officers in this Item 11.

Indemnification

Our Amended and Restated Articles of Incorporation provide that we may indemnify any and all of our officers, directors, employees or agents or former officers, directors, employees or agents, against expenses actually and necessarily incurred by them, in connection with the defense of any legal proceeding or threatened legal proceeding, except as to matters in which such persons shall be determined to not have acted in good faith and in our best interest.

Employee, Officer and Director Hedging

Our insider trading policy prohibits any employee (including our executive officers) or director from, among other things, engaging in short sales, hedging of stock ownership positions, and transactions involving derivative securities relating to our common stock (other than stock options and other awards granted pursuant to the Company’s equity plans). Executive officers and directors also are not permitted to pledge our securities.

10

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options and warrants held by that person that are exercisable as of the Record Date or become exercisable within 60 days of the Record Date are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

The following tables set forth certain information with respect to beneficial ownership of the Company’s common stock as of April 25, 2024, based on 108,746,520 issued and outstanding shares of common stock, by:

● Each director and director nominee;

● Each named executive officer; and

● All of the executive officers and directors as a group.

● Each person known to be the beneficial owner of 5% or more of the Company’s outstanding common stock

To our knowledge, except as indicated by footnote and subject to applicable community property laws, each person named in the tables below has sole voting and investment power with respect to the number of shares of common stock set forth opposite such person’s name. Unless otherwise indicated, the address of our officers and directors is: c/o TREES Corporation, 215 Union Street, Suite 415, Lakewood, Colorado 80228.

Directors and named executive officers

		Amount and Nature
Title of Class	Beneficial Owner:	of Beneficial Ownership		Percentage of Class
Common Stock	Adam Hershey(1)		17,929,797		16.5	%
Common Stock	Edward Myers		300,000		*
Common Stock	Carl J. Williams(2)		1,267,771		1.2	%
Common Stock	Richard Travia(3)		1,245,914		1.1	%
Common Stock	Timothy Brown(4)		22,380,310		20.6	%
Common Stock	All current directors and named executive officers as a group		38,203,330		35.1	%

* Indicates less than 1%.

(1) Includes 7,532,010 shares of common stock,  warrants to purchase up to an aggregate of 7,315,722 shares of common stock, 300,000 RSUs, and the option to convert certain notes into 53,409 shares of common stock, held by Hershey Strategic Capital, LP, Shore Ventures III, LP and Horizon Trust, FBO Adam Hershey over which Mr. Hershey has sole voting and dispositive power. Notwithstanding the foregoing, the subscription agreement with Hershey Strategic Capital, LP and Shore Ventures III, LP provides that Mr. Hershey’s investment shall not exceed 20% or more of the common stock (or securities convertible into or exercisable for common stock) or the voting power of the Company on a post-transaction basis.

(2) Includes options and warrants to purchase up to an aggregate of 414,287 shares of common stock, as well as 800,231 RSUs. 100,000 options to purchase common stock are held by ALPHAZULU LLC, over which Mr. Williams is the 51% owner of such entity. Also includes the option to convert certain notes held by Mr. Williams into 53,253 shares of common stock.

(3) Includes options and warrants to purchase up to an aggregate of 367,130 shares of common stock, as well as 800,231 RSUs. Also includes the option to convert certain notes held by Mr. Travia into 58,553 shares of common stock.

(4) Includes 22,380,310 shares of common stock held by TDM, LLC over which Mr. Brown has sole voting and dispositive power.

11

Other owners of 5% or more of the Company’s common stock

		Amount and Nature
Title of Class	Beneficial Owner:	of Beneficial Ownership		Percentage of Class
Common Stock	Trevor Hoffman(1)		11,394,229		10.5	%
Common Stock	John Barker Dalton(2)		8,984,230		8.2	%

(1) Includes 11,394,229 shares of common stock held by Trees Portland, LLC, Trees Waterfront, LLC and Trees MLK, LLC over which Mr. Hoffman has sole voting and dispositive power.

(2) Includes 8,859,117 shares of common stock, options and warrants to purchase up to an aggregate of 113,418 shares of common stock, and the option to convert certain notes into 11,695 shares of common stock, held by Dalton Adventures, LLC over which Mr. Dalton has sole voting and dispositive power.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Related-Party Transactions

In the ordinary course of our business and in connection with our financing activities, we have entered into a number of transactions with our directors, officers and holders of more than 5% of capital stock of the Company. All of the transactions set forth below were approved by our board of directors. We believe that we have executed all of the transactions set forth below on terms no less favorable to us than could have been obtained from unaffiliated third parties. Our audit committee is responsible for reviewing all related party transactions.

We describe below the transactions and series of similar transactions, to which we were a participant or will be a participant, in which:

● the amount involved exceeds the lesser of $120,000 or one percent of the average of the smaller reporting company’s total assets at year-end for the last two completed fiscal years; and

● any of the directors, executive officers, holders of more than 5% of capital stock of the Company or any member of their immediate family had or will have a direct or indirect material interest.

Adam Hershey – Interim CEO

On September 16, 2022, the Company entered into a new consulting agreement with Adam Hershey, its Interim Chief Executive Officer, pursuant to which Mr. Hershey will continue to serve as the Company’s Interim Chief Executive Officer with compensation equal to $200,000 per annum, payable by the Company monthly. The term of the consulting agreement is for a period of one year, with automatic six-month renewals thereafter unless terminated by either party. The Company has also agreed to extend warrants to purchase 7,280,007 shares of Common Stock held by an affiliate of Mr. Hershey for an additional two years until May 29, 2027. The exercise price and all other terms and conditions of such warrants remain unchanged.

Trevor Hoffman – President of Retail Operations and five percent (5%) shareholder

In January 2022, the Company completed the acquisition of substantially all of the assets of Trees MLK Inc., representing the remaining Oregon dispensary in connection with the overall Trees transaction, as previously reported in our Form 8-K filed on January 6, 2022 (and as originally disclosed in our Form 8-K filed on April 21, 2021). The cash paid by the Company in connection with the MLK Closing consisted of $256,581.71 and stock consideration of 4,970,654 shares of the Company’s Common Stock. Further, cash equal to $384,872.56 will be paid to Sellers in equal monthly installments over a period of 24 months from the MLK Closing. In December 2021, we completed the acquisition of substantially all the assets of Trees Portland, LLC and Trees Waterfront, LLC, representing a portion of the overall Trees transaction, as previously reported in our Form 8-K filed on January 6, 2022 (and as originally disclosed in our Form 8-K filed on April 21, 2021).  The cash paid in connection with the Oregon closing consisted of $331,581 and stock consideration of 6,423,575 shares of our Common Stock. Further, cash equal to $497,371 will be paid to sellers in equal monthly installments over a period of 24 months from the Oregon Closing. Trevor Hoffman, our President of Retail Operations and a five percent (5%) shareholder, is the sole owner all three of the Trees Oregon entities.

12

Timothy Brown – Board member and Chief Visionary Officer

In September 2021, we completed the acquisition of substantially all the assets of TDM, LLC, representing a portion of the overall Trees transaction. The cash paid by the Company consisted of $1,155,256. We issued 22,380,310 shares of our Common Stock. Further, cash equal to $1,732,884 will be paid to Seller in equal monthly installments over a period of 24 months.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Fees to Independent Registered Public Accounting Firm for Fiscal Year 2023 and 2022

Audit fees consist of fees for professional services rendered for the audit of our consolidated financial statements included in our Annual Report on Form 10-K and the review of financial statements included in our Quarterly Reports on Form 10-Q. Audit-related fees relate to procedures performed in conjunction with our Form S-1 and Form S-8 filings. The aggregate fees billed for professional services rendered by our principal accountants, Haynie & Company, were as follows:

	Fees for the Year Ended
	December 31,
	2023		2022
Service
Audit Fees	$	164,550	$	155,000
Audit-related Fees		—		—
Total	$	164,550	$	155,000

Pre-Approval Policy

The Audit Committee pre-approves all auditing services and permitted non-audit services, if any, including tax services, to be performed for us by our independent auditor, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which are approved by the Audit Committee prior to the completion of the audit. The scope of the pre-approval includes pre-approval of all fees and terms of engagement. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.

13

ITEM 15. EXHIBITS

The following Exhibits are filed with this Report:

Exhibit Number	Exhibit Name
19.1**	Trees Corporation Insider Trading Policy
31.1**	Certification pursuant to Section 302 of the Sarbanes—Oxley Act of 2002 of Principal Executive Officer
31.2**	Certification pursuant to Section 302 of the Sarbanes—Oxley Act of 2002 of Principal Financial and Accounting Officer
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

(**) Filed herewith.

14

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Signature	Title	Date
/s/ Adam Hershey	Interim Chief Executive Officer	April 29, 2024
Adam Hershey

15

EX-19.1

Exhibit 19.1

 

TREES Corporation

Insider Trading Policy

TREES Corp. has adopted this Insider Trading Policy to provide guidelines to all personnel, including employees, directors and officers of TREES Corp. and its subsidiaries (collectively, the “Company”) with respect to transactions involving the Company's securities and the handling of confidential information about the Company and other companies with which the Company does business. It is the policy of the Company to comply with all insider trading laws and regulations.

Introduction and Applicability

Employees, officers and directors of the Company may create, use or have access to confidential or material information which is not generally available to the investing public. Such information is referred to in this Insider Trading Policy as “material non-public information” and is more fully explained below. Each individual has an important ethical and legal obligation to maintain the confidentiality of such information and to not engage in any transactions in the Company's securities while in possession of material non-public information. Individuals and the Company may be subject to severe civil and criminal penalties as a result of unauthorized disclosure of, or trading in, the Company's securities while in possession of material non-public information.

The Securities and Exchange Commission (“SEC”) is very effective at detecting and pursuing insider trading cases. The SEC has successfully prosecuted cases against employees trading through foreign accounts, trading by family members and friends, and trading involving only a small number of shares and small dollar amounts. Therefore, it is important that you understand the breadth of activities that constitute illegal insider trading. This Insider Trading Policy sets out the Company's policy in the area of insider trading and should be read carefully and complied with fully.

The General Counsel or such other person designated by the Company's Board of Directors is responsible for the administration of this Insider Trading Policy. The General Counsel may delegate his or her duties and responsibilities under this policy to other Company employees as he or she deems appropriate.

This policy applies to all directors, officers and employees of the Company as well as their family members and related parties, as described below. In the discretion of the General Counsel, this Insider Trading Policy may apply to consultants and contractors of the Company. Further, directors and certain officers are subject to additional restrictions and requirements as discussed below.

For purposes of this Insider Trading Policy, the Company's securities include the Company's common stock, options to purchase common stock and any other securities the Company may issue from time to time, such as preferred stock, warrants and convertible notes or debentures. The Company's securities also include derivative securities relating to the Company's stock, even if not issued by the Company, such as exchange-traded options. For purposes of this Insider Trading Policy, references to “trading” and “transactions” include, among other things, (i) purchases, sales or other transfers of Company securities (whether or not on an exchange or in a public market), including securities obtained through any equity compensation program of the Company, (ii) purchases, sales or other transfers of any derivative product related to the Company's securities (whether or not on an exchange or in a public market) and (iii) using Company securities to secure a loan.

Guidelines

Prohibition. Every employee, officer and director of the Company is prohibited from: (a) trading the Company's securities while in possession of material non-public information; (b) instructing another party to trade in Company securities on your behalf, (c) communicating non-public information to others except those who “need to know” based on their doing business with or for the Company; (d) recommending the purchase or sale of the Company's securities while in the possession of material non-public information; or (e) assisting anyone engaged in any of the above activities. If, in connection with your employment or relationship with the Company, you obtain material non-public information about any other company, the above prohibitions apply to the securities of and information about that company.

There are no exceptions to this Insider Trading Policy other than those described herein. Even if you have a compelling reason to do so, engaging in transactions involving Company securities is prohibited if you possess material non-public information. Even the appearance of an improper transaction must be avoided to prevent any potential prosecution of the Company or the individual trader. If you know or suspect that a director, officer or employee of the Company has violated this Insider Trading Policy, we strongly encourage you to report this information to the General Counsel. You may do so anonymously using the procedures for anonymous complaints described in the Company's Whistleblower Policy.

Mandatory Preclearance; No Trading During Blackout Periods. These guidelines are applicable to: (i) all members of the Company's Board of Directors, (ii) all senior officers of the Company, (iii) all employees within accounting and finance of the Company, (iv) all other Company employees identified and specifically informed by the General Counsel from time to time, and (v) other persons designated from time to time by the General Counsel. These persons are referred to in this policy as “Designated Persons.” If you have any questions about the application of these provisions to you, please contact the General Counsel before engaging in any transactions involving Company securities.

Preclearance of All Transactions. All Designated Persons, as well as all relatives living in the household of any of these persons and all dependents of them regardless of where they live, must receive preclearance from the General Counsel prior to any transaction involving the Company's securities. The preclearance requirement shall not apply to the simple exercise of an individual's stock options. However, if the option is being exercised in connection with a same-day sale program, the exercise and sale must occur outside a Blackout Period (as defined below) and also must receive pre-clearance from the General Counsel.

The General Counsel will make every effort to respond to requests for preclearance expeditiously. Any preclearance of a transaction shall be effective only from the time the preclearance is granted until the end of the trading day on the date that is five (5) full trading days after the preclearance is granted (or such other date as determined by the General Counsel). If a precleared transaction does not occur within such time period, then additional preclearance shall be required before the trade, or any remaining incomplete portion of the trade can occur. If you come into possession of material non-public information after the General Counsel provides preclearance, but before execution of the trade, you may not complete the trade. The existence of the foregoing preclearance procedures does not in any way obligate the General Counsel to preclear any transaction. The Chief Executive Officer or person acting in such capacity shall be responsible for preclearing proposed trades by the General Counsel.

2

No Trading During Blackout Periods. The time leading up to a release of earnings is a particularly sensitive period of time for transactions in the Company's stock, given that officers, directors and other employees may possess material non-public information about the financial results for the quarter or year. Accordingly, no Designated Person may trade the Company's securities during a Blackout Period, provided, however, that the restrictions in this sentence shall not apply to (i) the exercise of stock options for cash, (ii) withholding of shares by the Company in order to satisfy tax withholding requirements in connection with the vesting of restricted stock and (iii) subject to preclearance by the General Counsel, bona fide gifts of the Company's securities.

Blackout Periods. With respect to each fiscal quarter of the Company other than the fourth (4^th) fiscal (year-end) quarter, a “Blackout Period” begins on the close of business on the seventh (7^th) calendar day preceding the end of the quarter and ends on the opening of the second (2^nd) business day following the earlier of the public release of quarterly financial information or the Company's filing with the SEC of the Company's applicable Form 10-Q. With respect only to the fourth fiscal quarter/year-end, the Blackout Period begins on February 1 following the end of the 4^th quarter/year-end and ends on the opening of the second (2^nd) business day following the earlier of the public release of year-end financial information or the Company's filing with the SEC of the Company's applicable Form 10-K. The Company will inform you of the anticipated date of public disclosure of financial results upon request.

It should be noted that, even outside of these trading prohibitions, any person possessing material non-public information concerning the Company at any time must not engage in any transactions in the Company's securities until such information has been known publicly for at least one full trading day, whether or not the Company has recommended a suspension of trading to that person.

Trading in the Company's securities outside of a Blackout Period should not be considered a “safe harbor,” and all directors, officers and employees should use good judgment at all times to make sure that their trades are not effected while they are in possession of material non-public information about the Company.

Changes/Extensions of Blackout Periods. From time to time, at the discretion of the General Counsel or the Board of Directors, in each case with the advice of the Company's legal counsel, the Company may make temporary changes to Blackout Periods, including, without limitation, changes in time periods or extensions of any Blackout Periods.

Transactions by Family Members and Related Parties. These prohibitions in this policy apply to your family members, including any spouse, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother or father-in-law, son or daughter-in law, or brother or sister-in-law (including, in each case, adoptive relationships) as well as any other person living in your home. The prohibitions in this policy also apply to any trust or estate for which you or any member of your family is a settlor, beneficiary, trustee, executor or the like; any partnership in which you or a member of your family is a general partner; any corporation in which you or any member of your family either singly or together own a controlling interest; and any trust, corporation, charitable organization or other entity where you or any member of your family has the power to decide whether to buy or sell Company securities. The Company will hold you responsible for the conduct of your family members and the related parties described in the preceding sentence. Moreover, the SEC and prosecutors may presume that trading by family members or related parties is based on information you supplied and may treat any such transactions as if you had traded yourself.

3

Tipping Information to Others. You may not disclose any material non-public information to others, including your family members, friends or social acquaintances, whether or not under circumstances that suggest that you were trying to help them make a profit or avoid a loss. This practice, known as tipping, is illegal and can subject you to the same civil and criminal penalties as illegal insider trading. This applies whether or not you receive any benefit from the other person's use of that information. In addition to being illegal, tipping is a serious breach of the duty of confidentiality you owe to the Company. For this reason, you should be careful to avoid discussing sensitive information in any place (for instance, at lunch, on public transportation, in elevators, etc.) where such information may be heard by others. Government authorities have imposed large penalties for tipping even when the disclosing person did not profit from the trading. Government authorities, the SEC, stock exchanges and FINRA use sophisticated electronic monitoring to detect illegal insider trading. Do not underestimate their ability to discover your actions. This policy does not restrict you from making legitimate business communications on a “need to know” basis.

Material Non-Public Information. “Material” information is any information which could affect the market for the Company's securities or that a reasonable investor would consider important in making a decision to purchase, hold or sell the Company's securities. If you learn something that makes you want to buy or sell stock, that information is probably material. It is important to keep in mind that material information can be any kind of information; information that something is likely to happen, or even just that it may happen, can be considered material. In short, any information which could reasonably affect the price of or influence a person's decision to buy or sell the Company's stock is material.

“Non-public” information is any information that has not been disclosed generally to the investing public. For example, a speech to an audience, a TV or radio appearance or an article in a trade magazine does not qualify as disclosure to the investing public. Therefore, non-public information made available in any such manner will continue to be considered non-public until more broadly disseminated. Disclosure by press release or in the Company's periodic reports filed with the SEC may be necessary to make the information public. Even after the Company has released information to the press and the information has been reported, at least one full business day (that is, a day on which the OTC Markets are open for trading) should generally be allowed for the investing public to absorb and evaluate the information before you trade in the Company's securities.

Although it is not possible to list all types of material information, the following are a few examples of information that is particularly sensitive and should be treated as material:

● semiannual or annual financial results or projections

● changes in estimates of earnings or cash flow

● events regarding the Company's stock, such as changes in dividends, stock splits or repurchase plans debt or securities offerings

● possible mergers or acquisitions

● financing transactions

● significant acquisitions or dispositions of assets

● changes in directors or officers

● award or loss of significant contracts

● the introduction of important products or services

● major marketing changes

● significant litigation

● unusual gains or losses in major operations

● financial liquidity problems

● changes in auditors or auditor notification that the Company may no longer rely on an auditor's reports changes in the Company's credit ratings

If you have any question as to whether particular information is material or non-public, you should not trade or communicate the information to anyone without prior approval by the General Counsel.

4

Short-Term, Speculative Transactions. To avoid even the appearance of improper conduct, you are expected to approach investment in the Company's securities as a long term investment and not for speculative or short-term gain. Company personnel are therefore prohibited from engaging in any of the following activities involving the Company's shares, except with the prior written consent of the General Counsel or the Board of Directors:

● short sales (for purposes of this Insider Trading Policy, “short sales” means any transaction in which you may benefit from a decline in the Company's stock price);

● buying or selling puts or calls;

● trading in options or other derivative securities related to the Company's securities (other than those granted by the Company), such as exchanged traded options and hedging transactions;

● making or maintaining purchases of the Company's securities on margin or pledging Company securities to secure a loan or other obligation.

Suspension of Trading. From time to time, the Company may also determine, at the discretion of the General Counsel or the Board of Directors, in each case with the advice of the Company's legal counsel, that directors, officers or some or all employees should suspend trading. In such event, such persons may not engage in any transaction involving the purchase or sale of the Company's securities during such period and should not disclose to others the fact of such suspension of trading. Additionally, if the General Counsel becomes aware that material non-public information may have been widely disseminated within the Company, then the General Counsel or Board of Directors may impose a ban on trading for all directors, officer and employees of the Company.

Continuing Obligations. The prohibition on trading while in possession of material non-public information, on trading by family members and related parties while you are in possession of material non- public information and on tipping continue even after your employment or other relationship with the Company has terminated. If, upon your separation from the Company, you are in possession of material non-public information, it is illegal for you to trade the Company's securities or to tip others.

Section 16 Compliance

The Company's directors and those officers who have been designated as “executive officers” for purposes of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”), as well as holders of 10% or more of the Company's outstanding common stock (the “Section 16 Persons”), are subject to additional restrictions and reporting requirements under Section 16 of the Exchange Act. The trading restrictions, including the short-swing restrictions discussed below, are applicable notwithstanding that a transaction is otherwise permitted or has been precleared under this Insider Trading Policy. If you are (i) a member of the Board of Directors of the Company, (ii) an executive officer of the Company as determined by the Board of Directors, or (iii) a holder of 10% or more of the Company's outstanding common stock, under certain circumstances you must file a Form 144 with the SEC. You also must report any changes in your stock ownership position, including stock granted under an option plan, restricted stock, etc., by filing the appropriate form with the SEC (e.g., a Form 4). In general, this form must be filed within two (2) business days of the date upon which you changed your ownership position.

Directors and Executive Officers – Short-Swing Transactions. Section 16 Persons are subject to liability for short-swing transactions as set forth in Section 16 of the Exchange Act. The practical effect of these provisions is that Section 16 Persons who purchase and sell the Company's securities within a six-month period must disgorge all profits to the Company whether or not they had knowledge of any material non-public information. Under these provisions, and so long as certain other criteria are met, neither the receipt of an option under the Company's option plans, nor the exercise of an option for cash, is deemed a purchase under Section 16. However, the sale of any such shares, including a sale as part of a cashless option exercise, generally is a sale under Section 16 and subject to disgorgement as set forth above.

In order to facilitate compliance by Section 16 Persons, the Company and General Counsel provides assistance to Section 16 Persons with advice and appropriate SEC filings.

5

Confidentiality Guidelines

All directors, officers and employees of the Company are prohibited from revealing material non-public information to third parties who may engage in trading activities, and from making buy or sell recommendations to third parties based upon such information. If you are in possession of material non- public information, your family members and close friends may also be deemed to be in possession of such information, regardless of whether they have actual knowledge of the information (that is, it would be difficult to prove they did not have actual knowledge). Consequently, they could also be liable for violations of the insider trading laws if they trade during a time in which you are prohibited from trading, regardless of whether they actually knew the material non-public information at that time. To protect against the inadvertent disclosure of material non-public information about the Company or the companies with which it does business, the Company has adopted the following guidelines with which you should familiarize yourself. These guidelines are not intended to be exhaustive. Additional measures to secure the confidentiality of information should be undertaken as deemed necessary under the circumstances. If you have any doubt as to your responsibilities with respect to confidential information, please seek clarification and guidance from the General Counsel before you act. Do not try to resolve any uncertainties on your own.

The following guidelines establish procedures with which every employee, officer and director should comply in order to maximize the security of confidential inside information:

● Use passwords to restrict access to the information on computers.

● Limit access to physical areas where material non-public information is likely to be documented or discussed.

● Do not discuss any Company matter in public places, such as elevators, hallways, restrooms or eating facilities, where conversations might be overheard.

● Do not participate or post on any Internet site or other mode of communication that is available to members of the public (including social media, message or bulletin boards) any non-public information regarding the Company.

● Maintain records in accordance with any applicable document retention policy of the Company.

In addition, every employee or officer of the Company is prohibited from participating in, or otherwise communicating any information to, any expert network, primary research service or other similar organization while employed by the Company.

Authorized Disclosure of Material Non-Public Information. Under certain circumstances, the General Counsel may authorize the release of material non-public information. If disclosure is authorized, the form and content of all public disclosures shall be precleared by the General Counsel. In the cases of material non-public information which is not disclosed, such information is not to be disclosed or discussed except on a strict “need-to-know” basis. All requests for information, comments or interviews (other than routine inquiries) made to any officer, director or employee of the Company should be directed to the General Counsel, who will clear all proposed responses. It is anticipated that most questions raised can be answered by the General Counsel or another Company representative to whom the General Counsel refers the request. All officers, directors and employees must not respond to such requests directly, unless expressly instructed otherwise by the General Counsel. In particular, great care should be taken not to comment on the Company's expected future financial results. If the Company wishes to give some direction to investors or securities professionals, it must do so only with the approval of the General Counsel and the Chief Executive Officer or person acting in such capacity. All communications with representatives of the media and securities analysts shall be directed to the General Counsel.

Inadvertent Disclosure. If material non-public information is inadvertently disclosed by any personnel, including employees, directors and officers, to a person outside the Company who is not obligated to keep the information confidential, you should immediately report all the facts to the General Counsel so that the Company may take appropriate remedial action.

Penalties. If you engage in illegal insider trading, you may subject yourself, the Company and its officers and directors to civil and criminal liability. Financial penalties up to three times the profit gained or losses avoided may be imposed. You may also be subject to criminal prosecution and possible incarceration. Enforcement of insider trading laws is not limited to senior management—governmental authorities have sought to impose sanctions against all levels of employees. Violation of this Insider Trading Policy may subject you to immediate discipline by the Company, which may include termination of your employment.

Pre-Planned Trading Programs

The Company's directors, officers and employees may, with the approval of the General Counsel, adopt a pre-planned trading program. Trading in the Company's securities pursuant to pre-planned trading programs shall not violate this policy so long as such plans meet applicable SEC rules and guidelines (as recently updated in 2023), and have been pre-approved by the General Counsel.

Company Assistance

If you have any questions about specific information or proposed transactions, or as to the applicability or interpretation of this Insider Trading Policy or the propriety of any desired action, you are encouraged to contact the General Counsel before taking any action.

6

EX-31.1

Exhibit 31.1

CERTIFICATIONS

Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002

(Subsections (A) And (B) Of Section 1350, Chapter 63 of Title 18, United States Code)

I, Adam Hershey, certify that:

1. I have reviewed this annual report on Form 10-K/A of TREES Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant’s internal control over financial reporting.

April 29, 2024	/s/ Adam Hershey
	Adam Hershey, Interim Chief Executive Officer,
	Principal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002

(Subsections (A) And (B) Of Section 1350, Chapter 63 of Title 18, United States Code)

I, Edward Myers, certify that:

1. I have reviewed this annual report on Form 10-K/A of TREES Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant’s internal control over financial reporting.

April 29, 2024	/s/ Edward Myers
	Edward Myers, Interim Chief Financial Officer
	Principal Financial and Accounting Officer

XML

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2023	Apr. 25, 2024	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	TREES CORPORATION
Document Type	10-K/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		108,746,520
Entity Public Float			$ 12,919,668
Amendment Flag	true
Amendment Description	TREES Corporation (“we”, “us”, the “Company”, or “TREES”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (this “Amendment”) for the year ended December 31, 2023, which was originally filed with the Securities and Exchange Commission (“SEC”) on April 10, 2024 (“Original 10-K”), in order to add the disclosure required by Part III of Form 10-K.In addition, as required by Rule 12b-15 under the Securities Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are attached to this Form 10-K/A as Exhibits 31.1 and 31.2.Except for the foregoing amended information, we have not updated the disclosures contained in this Form 10-K/A to reflect events that have occurred subsequent to the filing date of the Original 10-K.  Accordingly, this Form 10-K/A should be read in conjunction with the Original 10-K and our subsequent filings with the SEC.
Entity Central Index Key	0001477009
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	000-54457
Entity Incorporation, State or Country Code	CO
Entity Tax Identification Number	90-1072649
Entity Address, Address Line One	215 Union Boulevard
Entity Address, Address Line Two	Suite 415
Entity Address, City or Town	Lakewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80228
City Area Code	(303)
Local Phone Number	759-1300
Entity Interactive Data Current	Yes
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	457
Auditor Name	Haynie & Company
Auditor Location	Salt Lake City, Utah