4//SEC Filing
Lopez Tai 4
Accession 0001104659-22-103306
CIK 0000878726other
Filed
Sep 26, 8:00 PM ET
Accepted
Sep 27, 4:05 PM ET
Size
24.5 KB
Accession
0001104659-22-103306
Insider Transaction Report
Form 4
Retail Ecommerce Ventures LLC
Director10% OwnerOther
Transactions
- Exercise/Conversion
Common Stock
2022-09-22$0.08/sh+90,000,000$6,930,000→ 90,000,000 total - Exercise/Conversion
Junior Secured Convertible Note
2022-09-22Exercise: $0.08Exp: 2027-12-31→ Common Stock (90,000,000 underlying)
Holdings
Junior Secured Convertible Note
Exercise: $0.08Exp: 2027-12-31→ Common StockFILO C Note
Exercise: $0.08Exp: 2027-12-31→ Common Stock
Lopez Tai
Director10% OwnerOther
Transactions
- Exercise/Conversion
Common Stock
2022-09-22$0.08/sh+90,000,000$6,930,000→ 90,000,000 total - Exercise/Conversion
Junior Secured Convertible Note
2022-09-22Exercise: $0.08Exp: 2027-12-31→ Common Stock (90,000,000 underlying)
Holdings
Junior Secured Convertible Note
Exercise: $0.08Exp: 2027-12-31→ Common StockFILO C Note
Exercise: $0.08Exp: 2027-12-31→ Common Stock
MEHR ALEXANDER
Director10% OwnerOther
Transactions
- Exercise/Conversion
Junior Secured Convertible Note
2022-09-22Exercise: $0.08Exp: 2027-12-31→ Common Stock (90,000,000 underlying) - Exercise/Conversion
Common Stock
2022-09-22$0.08/sh+90,000,000$6,930,000→ 90,000,000 total
Holdings
Junior Secured Convertible Note
Exercise: $0.08Exp: 2027-12-31→ Common StockFILO C Note
Exercise: $0.08Exp: 2027-12-31→ Common Stock
TM21, LLC
10% OwnerOther
Transactions
- Exercise/Conversion
Junior Secured Convertible Note
2022-09-22Exercise: $0.08Exp: 2027-12-31→ Common Stock (90,000,000 underlying) - Exercise/Conversion
Common Stock
2022-09-22$0.08/sh+90,000,000$6,930,000→ 90,000,000 total
Holdings
Junior Secured Convertible Note
Exercise: $0.08Exp: 2027-12-31→ Common StockFILO C Note
Exercise: $0.08Exp: 2027-12-31→ Common Stock
TASCR Ventures, LLC
Director10% OwnerOther
Transactions
- Exercise/Conversion
Common Stock
2022-09-22$0.08/sh+90,000,000$6,930,000→ 90,000,000 total - Exercise/Conversion
Junior Secured Convertible Note
2022-09-22Exercise: $0.08Exp: 2027-12-31→ Common Stock (90,000,000 underlying)
Holdings
FILO C Note
Exercise: $0.08Exp: 2027-12-31→ Common StockJunior Secured Convertible Note
Exercise: $0.08Exp: 2027-12-31→ Common Stock
Clicks to Bricks, LLC
10% OwnerOther
Transactions
- Exercise/Conversion
Common Stock
2022-09-22$0.08/sh+90,000,000$6,930,000→ 90,000,000 total - Exercise/Conversion
Junior Secured Convertible Note
2022-09-22Exercise: $0.08Exp: 2027-12-31→ Common Stock (90,000,000 underlying)
Holdings
Junior Secured Convertible Note
Exercise: $0.08Exp: 2027-12-31→ Common StockFILO C Note
Exercise: $0.08Exp: 2027-12-31→ Common Stock
Ayon Capital, L.L.C.
Director10% OwnerOther
Transactions
- Exercise/Conversion
Common Stock
2022-09-22$0.08/sh+90,000,000$6,930,000→ 90,000,000 total - Exercise/Conversion
Junior Secured Convertible Note
2022-09-22Exercise: $0.08Exp: 2027-12-31→ Common Stock (90,000,000 underlying)
Holdings
Junior Secured Convertible Note
Exercise: $0.08Exp: 2027-12-31→ Common StockFILO C Note
Exercise: $0.08Exp: 2027-12-31→ Common Stock
Footnotes (7)
- [F1]Represents shares of common stock, $0.01 par value per share (the "Common Stock") of Tuesday Morning Corporation (the "Issuer"), held directly by TASCR Ventures, LLC ("TASCR"). The Reporting Person has no pecuniary interest in and, thus, is not reporting on this Form 4, the 20,158,593 shares of Common Stock owned by Osmium Partners (Larkspur SPV), LP, with respect to which the Reporting Person holds an irrevocable proxy.
- [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 ("CTB"), which is the manager of TASCR, and may be deemed to have beneficial ownership of shares 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).
- [F7]On September 21, 2022, TASCR provided the Issuer with notice of intent to convert one of its two Junior Secured Convertible Notes that had a principal amount of $6,930,000 at a conversion price of $0.077. On September 22, 2022, the Issuer issued 90,000,000 shares of Common Stock to TASCR pursuant to the conversion.
Documents
Issuer
TUESDAY MORNING CORP/DE
CIK 0000878726
Entity typeother
Related Parties
1- filerCIK 0001849969
Filing Metadata
- Form type
- 4
- Filed
- Sep 26, 8:00 PM ET
- Accepted
- Sep 27, 4:05 PM ET
- Size
- 24.5 KB