UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 2023 (
(Exact Name of Registrant as Specified in Charter)
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ◻
Explanatory Note
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by TREES Corporation (the “Company”) dated December 12, 2022, and filed with the Securities and Exchange Commission on December 13, 2022 (the “Original 8-K”). This Form 8-K/A is being filed solely for the purpose of providing the financial statements and information required by Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K in connection with the Company’s previously reported acquisition of substantially all the assets of Ancient Alternatives LLC, Natural Alternatives For Life, LLC, Mountainside Industries, LLC, Hillside Enterprises, LLC, and GT Creations, LLC, each a Colorado limited liability company (collectively, the “Green Tree Combined Entities”).
This Form 8-K/A amends and supplements the Original 8-K to include the historical audited and unaudited combined financial statements of the Green Tree Combined Entities and the pro forma financial information required by Item 9.01 of Form 8-K that were not included in the Original 8-K in reliance on the instructions to such item. Except as set forth herein, no modifications have been made to information contained in the Original 8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original 8-K.
Item 9.01Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The audited combined financial statements of the Green Tree Combined Entities as of and for the years ended December 31, 2021 and 2020, with the accompanying notes, are filed herewith as Exhibit 99.1 to this Form 8-K/A.
Th unaudited combined financial statements of the Green Tree Combined Entities for the quarter ended September 30, 2022, with the accompanying notes, are filed herewith as Exhibit 99.2 to this Form 8-K/A.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information that gives effect to the Company’s acquisition of the Green Tree Combined Entities is filed herewith as Exhibit 99.3 to this Form 8-K/A.
(d) The exhibits listed in the following Exhibit Index are filed as part of this Form 8-K/A.
Exhibit No. |
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23.1 | ||
99.1 | ||
99.2 | ||
99.3 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: March 10, 2023
TREES CORPORATION | ||
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| By: | /s/ Adam Hershey |
| Name: | Adam Hershey |
| Title: | Interim Chief Executive Officer |