Item 1.01. Entry into a Material Definitive Agreement.

As previously reported, on September 9, 2022, Tuesday Morning Corporation (the "Company"), Tuesday Morning, Inc. ("TMI"), certain members of management of the Company (the "Management Purchasers"), TASCR Ventures, LLC (the "SPV" and, together with the Management Purchasers, the "Purchasers"), a special purpose entity formed by Retail Ecommerce Ventures LLC ("REV") and Ayon Capital, L.L.C., and TASCR Ventures CA, LLC, as collateral agent (the "Collateral Agent"), entered into a Note Purchase Agreement, dated as of September 9, 2022 (the "Original Note Purchase Agreement"), pursuant to which TMI would issue $35 million in aggregate principal amount of debt securities to be guaranteed by the Company and certain other subsidiaries of the Company and exchangeable for shares of the Company's common stock. On September 20, 2022, the Company, TMI, the Purchasers and the Collateral Agent entered into an Amended and Restated Note Purchase Agreement (the "Note Purchase Agreement") to amend the Original Note Purchase Agreement by providing that the debt securities would be issued directly by the Company and convertible into shares of the Company's stock, and guaranteed by TMI and certain other subsidiaries of the Company. The closing of the transactions contemplated by the Note Purchase Agreement occurred on September 20, 2022.

Pursuant to the Note Purchase Agreement, the SPV purchased: (i) $7.5 million in aggregate principal amount of a junior secured convertible note issued by the Company (the "FILO C Convertible Note"); and (ii) $24.5 million in aggregate principal amount of junior secured convertible notes issued by the Company (the "SPV Junior Convertible Notes"). In addition, the Management Purchasers purchased $3.0 million of junior secured convertible notes issued by the Company (together with the SPV Junior Convertible Notes, the "Junior Convertible Notes"). The FILO C Convertible Note and the Junior Convertible Notes are referred to herein as the "Convertible Debt" and the issuance of the Convertible Debt is referred to herein as the "Private Placement." The Convertible Debt is guaranteed by the Company's subsidiaries.

The Convertible Debt is convertible into shares of the Company's common stock at a conversion price of $0.077 per share. Accordingly, 415,584,415 shares of the Company's common stock would be issuable upon conversion in full of the Convertible Debt purchased by the SPV. In addition, 38,961,039 shares of the Company's common stock would be issuable upon conversion in full of the Convertible Debt purchased by the Management Purchasers. Because the Company does not currently have a sufficient number of authorized and unreserved shares of common stock to issue upon conversion of all of the Convertible Debt, as described below only a portion of the Convertible Debt can be immediately converted into common stock. The remaining portion of the Convertible Debt cannot be converted into common stock unless and until the Company's certificate of incorporation is amended to increase the number of authorized shares of common stock to permit such conversion and/or provide for a reverse stock split of the common stock.

The Convertible Debt is subject to customary anti-dilution adjustments for structural events, such as splits, distributions, dividends or combinations, and customary anti-dilution protections with respect to issuances of equity securities at a price below the applicable conversion price of the Convertible Debt. A portion of the Convertible Debt issued to the SPV was immediately . . .

Item 1.02 Termination of a Material Definitive Agreement.

On September 20, 2022, effective upon the closing of the Private Placement, the agreement between the Company, Osmium Partners, LLC and Osmium Larkspur, pursuant to which Osmium Larkspur was entitled to designate members of the Company's board of directors (the "Director Agreement"), was terminated. The Director Agreement had provided Osmium Larkspur with certain rights to appoint members of the Company's board of directors. Termination of the Director Agreement was a condition to the closing of the Private Placement.


 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 above is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The issuance of the Convertible Debt pursuant to the Note Purchase Agreement, together with the issuance of shares of the Company's common stock upon conversion of the Convertible Debt, is a private placement to "accredited investors" (as that term is defined in Rule 501 of Regulation D), and is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon Section 4(a)(2) thereunder. No underwriting discounts or commissions are payable as a result of the offer, sale and issuance by the Company of the Convertible Debt. Piper Sandler, the Company's placement agent for the transaction, received a placement fee of $2.5 million in connection with the Private Placement.

As discussed above, on September 20, 2022, the SPV elected to convert a portion of the Convertible Debt into 90,000,000 shares of the Company's common stock.

Item 5.01 Change in Control of Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 5.01. Upon the closing of the Private Placement, the SPV designated five of the nine members of the Company's board of directors. See Item 5.02 below for additional information.

On September 21, 2022, the SPV elected to immediately convert a portion of the Convertible Debt, and through such conversion acquired ownership of a majority of the Company's outstanding common stock. Upon conversion in full of the Convertible Debt and based on the Company's outstanding shares on a fully diluted basis as of September 21, 2022, the SPV would own approximately 75% of the fully diluted voting power of the Company's common stock (not including any additional Convertible Debt that may be issued as a result of the Company being required or electing to make in-kind payments of interest as described further above).

The source of funds for the SPV's purchase of the Convertible Debt was cash contributed to the SPV by REV and Ayon Capital. The SPV did not assume control from any one individual stockholder or control group, and thus no disclosure is required under Item 5.01(a)(6) of Form 8-K. Additionally, there is no arrangement or understanding among the SPV and a former control group with respect to the election of directors or other matters.





                                       5

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Note Purchase Agreement, the SPV designated each of Tai Lopez, Alexander Mehr, Maya Burkenroad, Sandip Patel and James Harris (collectively, the "SPV Designees") to serve as directors of the Company effective upon the closing of the Private Placement on September 20, 2022. In connection with the election the SPV Designees to the Company's board of directors, each of Douglas J. Dossey, Frank M. Hamlin, W. Paul Jones, John Hartnett Lewis and Sherry M. Smith resigned from the Company's board of directors (the "Resigning Directors"). In connection with the resignation of the Resigning Directors, there were no disagreements between any of the Resigning Directors and the Company relating to matters concerning the Company's operations, policies or practices. Biographical information for each of the SPV designees is set forth below.

Maya Burkenroad. Since 2019, Ms. Burkenroad has served as the Chief Operating Officer of REV, a tech-enabled ecommerce platform that specializes in acquiring and operating iconic retail brands, where she has helped manage the acquisition and operations of more than six major American brands. She also serves as an officer of various of its direct and indirect subsidiaries. Previously, she assisted in the launch and operation of MentorBox, a digital self-education startup founded in 2016. Ms. Burkenroad also serves as a director of Wilhelmina International, Inc., a firm that provides fashion model and talent management services.

James Harris. Since 2010, Mr. Harris has served as Chief Executive Officer and Managing Partner of Archipelago, LLC, a holding company that owns and operates a portfolio of leading consumer lifestyle brands including OluKai, Melin and Roark. Prior to Archipelago, Mr. Harris served as President and Partner of Huneeus Vintners, a luxury holding company that owned wineries including Quintessa, Flowers and Prisoner. He was previously Managing Director of Artisan Confections Company, the premium chocolate division of The Hershey Company, and as President of ScharffenBerger Chocolate Maker. Mr. Harris was previously with Kohlberg & Company, a private equity investment firm, and held various private equity and leverage finance positions at firms such as at Trivest, Inc. and Bankers Trust.

Tai Lopez. Mr. Lopez co-founded REV in 2019, and is currently its Chief Executive Officer. Through REV, Mr. Lopez has led the acquisition or founding, and operation of large retail brands, including Pier 1 Imports, RadioShack, Modell's, Stein Mart, Linen N Things, Dressbarn, The Franklin Mint, MentorBox, The Book People, and FarmersCart as well as a minority stake in the Nasdaq listed Wilhelmina International Inc (WHLM). Prior to founding REV, Mr. Lopez built a digital education platform under Tailopez.com that helped him grow to be a large social media influencer with over 8 million cumulative followers on TikTok, Instagram, YouTube, Snapchat, and Facebook.

Alexander Mehr. Dr. Mehr co-founded REV in 2019, and currently serves as its President. Mr. Mehr also previously served as Chief Executive Officer of REV. He also serves as an officer of various of its direct and indirect subsidiaries. Previously, Dr. Mehr was the co-founder and Chief Executive Officer of MentorBox. He was also a co-founder of Zoosk, an online dating platform, and served as its President from its formation in 2007 until 2014, thereafter remaining as a director until its acquisition by Spark Networks in 2019. Prior to his entrepreneurial career, Dr. Mehr utilized his Ph.D. in Mechanical Engineering in designing complex engineering systems, as well as risk and safety management of NASA's space exploration missions. Dr. Mehr also serves as a director of Wilhelmina International, Inc., a firm that provides fashion model and talent management services.

Sandip Patel. Since February 2018, Mr. Patel has been a partner and served as Head of Public Equities for Ayon Capital, L.L.C., a single family office where manages the firm's investment strategy. Mr. Patel has over 15 years of experience in financial services and investment management. Prior to Ayon Capital, Mr. Patel served as a director and managed the investment portfolio at SantaFe Healthcare, Inc. Mr. Patel is Chartered Financial Analyst.

There are no family relationships among the directors, except that Ms. Burkenroad and Mr. Lopez are cousins.

Each of the remaining incumbent directors Fred Hand, Anthony F. Crudele, Marcelo Podesta and Reuben E. Slone continue to serve on the board following the closing of the Private Placement. Each of Messrs. Crudele, Podesta and Slone are expected to resign from the Company's board of directors following the filing of the Company's Annual Report on Form 10-K for the year ended July 2, 2022, and three additional independent directors will be elected to the board in accordance with the terms of the Note Purchase Agreement.

Item 7.01 Regulation FD Disclosure.

On September 21, 2022, the Company issued a press release announcing the closing of the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.





                                       6

Item 9.01 Financial Statements and Exhibits.





 (d) Exhibits.




   4.1#     Registration Rights Agreement, dated as of September 20, 2022, among
          the Company and the purchasers identified therein.




   4.2     FILO C Secured Convertible Note, dated as of September 20, 2022, from
         the Company to TASCR Ventures, LLC




   4.3     Form of Junior Secured Convertible Note, dated as of September 20,
         2022, from the Company to TASCR Ventures, LLC




   4.4     Form of Junior Secured Convertible Note, dated as of September 20,
         2022, from the Company to each of the Management Purchasers




   10.1#     Amended and Restated Note Purchase Agreement, dated as of
           September 20, 2022, among the Company, TMI, the Purchasers, and the
           Collateral Agent




   10.2#     Second Amendment to ABL Credit Agreement




   10.3#     Fifth Amendment to Term Loan Credit Agreement




   99.1     Press Release dated September 21, 2022
 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

# Certain schedules and exhibits to the Registration Rights Agreement, the Note Purchase Agreement, the ABL Amendment and the Term Loan Amendment are omitted pursuant to Item 601 of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

The agreements filed as Exhibits 4.1 through 4.4 and 10.1 through 10.3 (collectively, the "Agreements") to this Current Report on Form 8-K have been included to provide investors with information regarding the terms of the Agreements. The filing of the Agreements is not intended to provide any other factual information about the Company, the other parties thereto or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Agreements were made only for purposes of the Agreements and as of specific dates therein, were solely for the benefit of the parties to the Agreements, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Agreements and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Agreements, which subsequent information may or may not be fully reflected in the Company's public disclosures.





                                       7

© Edgar Online, source Glimpses