3//SEC Filing
Retail Ecommerce Ventures LLC 3
Accession 0000899243-22-031754
CIK 0000878726other
Filed
Sep 21, 8:00 PM ET
Accepted
Sep 22, 9:40 PM ET
Size
15.3 KB
Accession
0000899243-22-031754
Insider Transaction Report
Form 3
TASCR Ventures, LLC
Director10% OwnerOther
Holdings
FILO C Note
Exp: 2027-12-31→ Common Stock- 0(indirect: See footnotes)
Common Stock
Junior Secured Convertible Note
Exp: 2027-12-31→ Common StockJunior Secured Convertible Note
Exp: 2027-12-31→ Common Stock
Retail Ecommerce Ventures LLC
Director10% OwnerOther
Holdings
FILO C Note
Exp: 2027-12-31→ Common Stock- 0(indirect: See footnotes)
Common Stock
Junior Secured Convertible Note
Exp: 2027-12-31→ Common StockJunior Secured Convertible Note
Exp: 2027-12-31→ Common Stock
Ayon Capital, L.L.C.
Director10% OwnerOther
Holdings
Junior Secured Convertible Note
Exp: 2027-12-31→ Common StockJunior Secured Convertible Note
Exp: 2027-12-31→ Common Stock- 0(indirect: See footnotes)
Common Stock
FILO C Note
Exp: 2027-12-31→ Common Stock
Footnotes (6)
- [F1]On September 12, 2022, Tuesday Morning Corporation (the "Issuer") and Osmium Partners (Larkspur SPV), LP ("Larkspur") entered into a voting agreement, pursuant to which, among other things, Larkspur granted an irrevocable proxy to TASCR Ventures, LLC ("TASCR") to vote the 20,158,593 shares of common stock, $0.01 par value, of the Issuer (the "Common Stock") owned by Larkspur.
- [F2]Mr. Tai Lopez and Dr. Alexander Mehr are the control persons of Retail Ecommerce Ventures LLC ("REV"), which is the majority unitholder of Clicks to Bricks, LLC ("Clicks to Bricks"), which is the manager of TASCR, and may be deemed to have beneficial ownership of securities directly held by TASCR. Each of Mr. Lopez, Dr. Mehr, REV and Clicks to Bricks disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
- [F3]Ayon Capital, L.L.C ("Ayon") is the sole member of TM21, LLC ("TM21"), which is the majority unitholder of TASCR. Ayon and TM21 may be deemed to have beneficial ownership of securities directly held by TASCR. Each of Ayon and TM21 disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
- [F4]On September 9, 2022, the Issuer, Tuesday Morning, Inc., TASCR, TASCR Ventures CA, LLC and the several other purchasers named on Schedule I thereto entered into that certain Note Purchase Agreement (as amended and restated on September 20, 2022, the "Note Purchase Agreement"). On September 20, 2022, in connection with the closing of the Note Purchase Agreement and the transactions contemplated therein (together, the "Transaction"), TASCR acquired a junior secured convertible note of the Issuer in the aggregate principal amount of $7,500,000 (the "FILO C Note") and two junior secured convertible notes of the Issuer in the aggregate principal amount of $24,500,000 (the "Junior Secured Convertible Notes" and, together with the FILO C Note, the "Convertible Notes"), in exchange for an aggregate purchase price of $32,000,000.
- [F5]The Convertible Notes, together with any accrued and unpaid interest, if any, with respect to such principal amount, are convertible into shares of Common Stock at a conversion price of $0.077 per share of Common Stock, subject to adjustment, from time to time, for the issuance of common stock, options or convertible securities and for any stock split, stock dividend, recapitalization or other events as provided in the Convertible Notes. Pursuant to the terms of the Note Purchase Agreement, a portion of the Convertible Notes equivalent to 90,000,000 shares of Common Stock became immediately exercisable upon closing of the Transaction. The remaining portion of the Convertible Notes will become exercisable upon an amendment of the Certificate of Incorporation of the Issuer as contemplated by the Note Purchase Agreement.
- [F6]The FILO C note will mature on the earlier of (a) December 31, 2027 and (b) the maturity date of the FILO B Obligations (as defined in that certain Credit Agreement dated as of September 20, 2022, by and among the Issuer, Tuesday Morning, Inc., TMI Holdings, Inc., the subsidiary guarantors party thereto, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and 1930P Loan Agent, LLC, as FILO B documentation agent).
Documents
Issuer
TUESDAY MORNING CORP/DE
CIK 0000878726
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001849958
Filing Metadata
- Form type
- 3
- Filed
- Sep 21, 8:00 PM ET
- Accepted
- Sep 22, 9:40 PM ET
- Size
- 15.3 KB