UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~June 1512, ~~2023~~2024

TREES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Colorado		000-54457		90-1072649
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

215 Union Boulevard, Suite 415 Lakewood, Colorado		80228
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 759-1300

(Former name or former address, if changed since last report)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On ~~December~~June 1512, ~~2023~~2024, TREES Corporation (the “Company ”) entered into ~~Amended~~a ~~and Restated~~ Senior Secured ~~Convertible~~Promissory ~~Notes~~Note with an issue date of June 15, 2024 with TCM Tactical Opportunities Fund II LP and/or affiliates thereof (“~~Amended Notes~~Holder”) ~~with~~in ~~certain~~the ~~accredited~~principal ~~investors~~amount of $500,000 (the “~~Investors~~Note”). ~~party~~The toNote ~~that~~bears interest at the rate of 12% ~~certain~~per ~~note~~annum ~~offering~~and ~~consummated~~matures inon September ~~2022~~15, ~~pursuant~~2026. The Note is pari passu to ~~which~~any ~~the~~amount(s) ~~Company~~that ~~issued~~may become due and ~~sold~~payable ~~senior~~under those ~~secured~~certain ~~convertible~~Amended ~~notes~~and ~~(the “~~Restated Senior Secured Convertible Promissory Notes”) ~~with~~issued anon ~~aggregate~~December ~~principal~~15, ~~amount~~2023 by the Company in favor of Holder ~~$13,500,000~~and certain other investors (the “~~Principal~~December ~~Amount~~2023 Notes”). toIn ~~such~~the ~~Investors~~event ~~(“Original~~ of liquidation, the Note ~~Offering”).~~is ~~The~~elevated ~~material~~in ~~terms~~right of payment ahead of the ~~Amended~~December 2023 Notes ~~include~~as nowell ~~changes~~as toany ~~the~~existing ~~aggregate~~Company ~~principal~~debts, ~~amount;~~and payment of the ~~maturity~~Note ~~date;~~is pari passu in respect orof payment of that certain Working Capital Note of the ~~interest~~Company ~~rate.~~in ~~Material~~favor ~~changes~~of ~~reflected~~Holder issued on December 15, 2023, also in the ~~Amended~~principal ~~Notes~~amount of ~~include~~$500,000 ~~the~~(“2023 ~~following:~~Working Capital Note”).

●Holder ~~25%~~is a senior secured lender of the ~~total~~Company and ~~principal,~~the ilead investor in connection with the December 2023 Notes.~~e.,~~ $3Reference is made to the Form 8-K of the Company filed on December 21,~~375,000,~~ 2023 ~~contains~~for ~~different~~a ~~terms~~more ~~than~~complete description of the ~~remaining~~transaction ~~principal:~~relating to the December 2023 Notes.

oAlso ~~Principal~~on ~~mandatorily~~June ~~convertible~~12, at2024, ~~any~~the ~~time~~Company ~~during~~amended ~~term~~and restated ~~upon~~the ~~occurrence~~2023 Working Capital Note with an issue date of ~~trigger~~June ~~event~~15, ~~based~~2024, onto ~~trading~~adjust ~~price~~the ~~and~~liquidation ~~trading~~provision ~~value~~contained therein to align substantially as described above for the Note.

oThe ~~Interest~~foregoing ~~subject~~descriptions of the above agreements do not purport to ~~optional~~be ~~conversion~~complete and are qualified in their entirety by ~~TREES~~reference ifto ~~trigger~~the ~~event~~full ~~occurs~~texts thereof, which are annexed hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.

o In the event of this conversion, the Principal Amount would be reduced to $10,125,000.

● Current interest payments are deferred until March 2024; further, the Company shall make ‘catch-up’ interest payments beginning in December 2024 for deferred interest.

● Conversion: Up to $3,375,000 of principal will be convertible at Investors’ option at a price per share equal to $0.50.

● Warrant exercise price of previously granted senior debt warrants in respect of prior 12% and 10% note offerings reduced to $0.40 per share; warrant expiration date extended to September 15, 2029.

● Working capital – Lead Investor agreed to provide additional $250,000 on or after closing in a separate ‘Working Capital Note’ – 1.25x liquidation preference; and up to additional $250,000 at TREES’ option – in such event, 1.5x liquidation preference shall apply to entire amount (including initial $250k).

● Lead Investor to provide up to $500,000 additional M&A financing upon mutually agreed transaction.

In addition to the Amended Notes and Working Capital Notes, the Company and Lead Investor executed a First Amendment to Securities Purchase Agreement and Security Agreement, the Company executed a Warrant Amendment Letter, and the Lead Investor executed an M&A Financing Letter. The foregoing descriptions of all such 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- 10.5 and incorporated herein by reference.

Reference is made to the Company’s Form 8-K filed on September 16, 2022 for a complete description of the Original Note Offering.

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 ~~Amended~~Note ~~and Restated Notes~~ is incorporated herein by reference.

1Item 9.01. Financial Statements and Exhibits.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Warrants is incorporated herein by reference. The Warrants, and any shares of Common Stock issued upon exercise of the Warrants, if applicable, will be issued to the Investors in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof.

Item 9.01 Financial Statements and Exhibits.

(b)

Exhibits.

Exhibit No.		Description
10.1		Form of ~~Amended~~Working ~~and~~Capital ~~Restated~~Note ~~Senior~~with ~~Secured~~issue ~~Convertible~~date ~~Note~~of ~~dated~~June ~~December~~ 15, ~~2023~~2024.
10.2		~~Form~~Amended ofand Restated Working Capital Note dated December 15, 2023 (issue date of June 15, 2024).
10.3		First Amendment to Securities Purchase Agreement and Security Agreement dated December 15, 2023.
10.4		Warrant Amendment Letter dated December 15, 2023.
10.5		M&A Financing Letter dated December 15, 2023.
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: ~~December~~June 2114, ~~2023~~2024

TREES CORPORATION

	By:	/s/ Adam Hershey
	Name:	Adam Hershey
	Title:	Interim Chief Executive Officer

Filing Compare · TREES Corp (Colorado)