UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On June 12, 2024, TREES Corporation (the “Company”) entered into a Senior Secured Promissory Note with an issue date of June 15, 2024 with TCM Tactical Opportunities Fund II LP and/or affiliates thereof (“Holder”) in the principal amount of $500,000 (the “Note”). The Note bears interest at the rate of 12% per annum and matures on September 15, 2026. The Note is pari passu to any amount(s) that may become due and payable under those certain Amended and Restated Senior Secured Convertible Promissory Notes issued on December 15, 2023 by the Company in favor of Holder and certain other investors (the “December 2023 Notes”). In the event of liquidation, the Note is elevated in right of payment ahead of the December 2023 Notes as well as any existing Company debts, and payment of the Note is pari passu in respect of payment of that certain Working Capital Note of the Company in favor of Holder issued on December 15, 2023, also in the principal amount of $500,000 (“2023 Working Capital Note”).
Holder is a senior secured lender of the Company and the lead investor in connection with the December 2023 Notes. Reference is made to the Form 8-K of the Company filed on December 21, 2023 for a more complete description of the transaction relating to the December 2023 Notes.
Also on June 12, 2024, the Company amended and restated the 2023 Working Capital Note with an issue date of June 15, 2024, to adjust the liquidation provision contained therein to align substantially as described above for the Note.
The foregoing descriptions of the above agreements do not purport to be complete and are qualified in their entirety by reference to the full texts thereof, which are annexed hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Note is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (b) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Form of Working Capital Note with issue date of June 15, 2024. | |
| 10.2 | Amended and Restated Working Capital Note dated December 15, 2023 (issue date of June 15, 2024). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements 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.
Dated: June 14, 2024
| TREES CORPORATION |
| By: | /s/ Adam Hershey | |
| Name: | Adam Hershey | |
| Title: | Interim Chief Executive Officer |
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