TREES Corp Files 8-K: Material Agreement & Financial Obligations
Ticker: CANN · Form: 8-K · Filed: Nov 15, 2024 · CIK: 1477009
| Field | Detail |
|---|---|
| Company | Trees CORP (Colorado) (CANN) |
| Form Type | 8-K |
| Filed Date | Nov 15, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 4 min |
| Key Dollar Amounts | $1,250,000, $802,500 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation, 8-k
TL;DR
TREES Corp signed a big deal and took on new debt on Nov 8, 2024.
AI Summary
On November 8, 2024, TREES Corp (Colorado) entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing includes financial statements and exhibits.
Why It Matters
This 8-K filing signals a significant new agreement and potential financial commitments for TREES Corp, which could impact its financial health and future operations.
Risk Assessment
Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet its financial commitments.
Key Players & Entities
- TREES Corp (company) — Registrant
- November 8, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement entered into by TREES Corp?
The filing indicates the entry into a material definitive agreement but does not specify its nature in the provided text.
What type of financial obligation has TREES Corp created?
The filing states the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specific details are not provided in the text.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was on November 8, 2024.
What is the state of incorporation for TREES Corp?
TREES Corp is incorporated in Colorado.
What is the SIC code for TREES Corp?
The Standard Industrial Classification (SIC) code for TREES Corp is 5912, which corresponds to RETAIL-DRUG STORES AND PROPRIETARY STORES.
Filing Stats: 1,077 words · 4 min read · ~4 pages · Grade level 11.8 · Accepted 2024-11-15 16:00:35
Key Financial Figures
- $1,250,000 — f ("Holder") in the principal amount of $1,250,000 (the "Note"). The Note bears interest a
- $802,500 — the Company paid to Headgate the sum of $802,500 ("Payment") in full satisfaction of all
Filing Documents
- ea0220693-8k_treescorp.htm (8-K) — 33KB
- ea022069301ex10-1_treescorp.htm (EX-10.1) — 46KB
- ea022069301ex10-2_treescorp.htm (EX-10.2) — 59KB
- ea022069301ex10-3_treescorp.htm (EX-10.3) — 11KB
- ea022069301ex10-4_treescorp.htm (EX-10.4) — 33KB
- ea022069301ex10-5_treescorp.htm (EX-10.5) — 22KB
- ex10-1_001.jpg (GRAPHIC) — 6KB
- ex10-2_001.jpg (GRAPHIC) — 6KB
- ex10-3_001.jpg (GRAPHIC) — 3KB
- 0001213900-24-099084.txt ( ) — 429KB
- cann-20241108.xsd (EX-101.SCH) — 3KB
- cann-20241108_lab.xml (EX-101.LAB) — 33KB
- cann-20241108_pre.xml (EX-101.PRE) — 22KB
- ea0220693-8k_treescorp_htm.xml (XML) — 3KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. Senior Secured Working Capital On November 8, 2024 ("Effective Date"), TREES Corporation (the "Company") entered into a Senior Secured Promissory Note with TCM Tactical Opportunities Fund II LP and/or affiliates thereof ("Holder") in the principal amount of $1,250,000 (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 that certain Senior Secured Promissory Note issued to Holder on June 15, 2024 as well as Senior Secured Convertible Promissory Notes issued to Holder and certain other investors on December 15, 2023 (collectively, "Prior Notes"). In the event of liquidation, the Note is elevated in right of payment ahead of the Prior Notes as well as any existing Company debts, and payment of the Note is pari passu in respect of payment of the Prior Notes. The Note contains a liquidation preference equal to 1.5 times the principal amount, payable upon the earlier of the maturity date, the date of repayment as permitted in the Note, or a change in control' (as defined therein). Holder is a senior secured lender of the Company and the lead investor in connection with the Prior Notes. Reference is made to the Form 8-Ks of the Company filed on June 14, 2024 and December 21, 2023 for a more complete description of the transaction relating to the Prior Notes. On November 8, 2024, the Company granted to Holder 2,500,000 warrants ("Warrants") to purchase the Company's common stock at an exercise price equal to the product of (i) the average of the per share price of the common stock for the ten (10) trading days immediately preceding the Effective Date as reported on the OTCQB multiplied by (ii) 1.25 ("Exercise Price"). These warrants expire on November 15, 2029. Also on November 8, 2024, the Company reduced the exercise price of 6,545,149 warrants previously granted to Holder and/or affil
03. Creation of a Direct Financial Obligation or an Obligation
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 Working Capital Note of Trees Corporation to TCM Tactical Opportunities Fund II LP with issue date of November 8, 2024. 10.2 Warrant Agreement of Trees Corporation granted to TCM Tactical Opportunities Fund II LP dated November 8, 2024. 10.3 Warrant Amendment Letter of Trees Corporation dated November 8, 2024. 10.4 Second Modification to Asset Purchase Agreement dated November 8, 2024 by and between the Company and Headgate III, LLC. 10.5 Modification of First Amendment to Commercial Lease Agreement dated November 8, 2024 by and between the Company and Headgate III, LLC. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
SIGNATURES
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: November 15, 2024 TREES CORPORATION By: /s/ Adam Hershey Name: Adam Hershey Title: Interim Chief Executive Officer 3