0001013594-24-000381.txt : 20240422
0001013594-24-000381.hdr.sgml : 20240422
20240422154909
ACCESSION NUMBER: 0001013594-24-000381
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240422
FILED AS OF DATE: 20240422
DATE AS OF CHANGE: 20240422
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series
CENTRAL INDEX KEY: 0001745195
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54457
FILM NUMBER: 24861069
BUSINESS ADDRESS:
STREET 1: 4 INTERNATIONAL DRIVE
CITY: RYE BROOK
STATE: NY
ZIP: 10573
BUSINESS PHONE: 9146945777
MAIL ADDRESS:
STREET 1: 4 INTERNATIONAL DRIVE
CITY: RYE BROOK
STATE: NY
ZIP: 10573
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TCM Tactical Opportunities Fund II LP
CENTRAL INDEX KEY: 0001857645
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54457
FILM NUMBER: 24861070
BUSINESS ADDRESS:
STREET 1: 4 INTERNATIONAL DRIVE
CITY: RYE BROOK
STATE: NY
ZIP: 10573
BUSINESS PHONE: 914-694-5777
MAIL ADDRESS:
STREET 1: 4 INTERNATIONAL DRIVE
CITY: RYE BROOK
STATE: NY
ZIP: 10573
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TREES Corp (Colorado)
CENTRAL INDEX KEY: 0001477009
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912]
ORGANIZATION NAME: 07 Trade & Services
IRS NUMBER: 208096131
STATE OF INCORPORATION: CO
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 215 UNION BOULEVARD
STREET 2: SUITE 415
CITY: LAKEWOOD
STATE: CO
ZIP: 80228
BUSINESS PHONE: 303-759-1300
MAIL ADDRESS:
STREET 1: 215 UNION BOULEVARD
STREET 2: SUITE 415
CITY: LAKEWOOD
STATE: CO
ZIP: 80228
FORMER COMPANY:
FORMER CONFORMED NAME: GENERAL CANNABIS CORP
DATE OF NAME CHANGE: 20150618
FORMER COMPANY:
FORMER CONFORMED NAME: Advanced Cannabis Solutions, Inc.
DATE OF NAME CHANGE: 20131023
FORMER COMPANY:
FORMER CONFORMED NAME: Promap Corp
DATE OF NAME CHANGE: 20091117
3
1
form3.xml
X0206
3
2024-04-22
0
0001477009
TREES Corp (Colorado)
CANN
0001857645
TCM Tactical Opportunities Fund II LP
4 INTERNATIONAL DRIVE
RYE BROOK
NY
10573
true
0001745195
Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series
4 INTERNATIONAL DRIVE
RYE BROOK
NY
10573
true
Senior Secured Convertible Promissory Note
0.5
2023-03-16
2026-09-15
Common Stock, $0.001 par value per share
5710566
D
Warrants
0.4
2021-02-08
2029-09-15
Common Stock, $0.001 par value per share
592858
D
Warrants
0.4
2021-04-20
2029-09-15
Common Stock, $0.001 par value per share
1039942
D
Warrants
0.4
2022-09-16
2029-09-15
Common Stock, $0.001 par value per share
4912349
D
This Form 3 is filed jointly by TCM Tactical Opportunities Fund II LP ("Tactical Opportunities Fund"); Troob Capital Advisors LLC ("Capital Advisors"); Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series ("Context|TCM Series"); Context|TCM Tactical Opportunities LLC ("Context|TCM LLC"); Douglas M. Troob; and Peter J. Troob (collectively, the "Reporting Persons").
Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.
The Senior Secured Convertible Promissory note was originally issued on September 16, 2022 (the "Original Note"), and subsequently amended and restated December 15, 2023. The Original Note became partially convertible on March 16, 2023, and the Amended and Restated Senior Secured Convertible Promissory Note was partially convertible upon issue on December 15, 2023.
Excluding 5,710,566 shares of Common Stock issuable upon the partial automatic conversion of the Senior Secured Promissory Note of the Issuer held by TCM Tactical Opportunities Fund II LP, which automatic conversion triggers are outside the control of the Reporting Persons.
Securities owned directly by the fund entity listed. Capital Advisors, as the investment manager of Tactical Opportunities Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Tactical Opportunities Fund. Context|TCM LLC, as the investment manager of Context|TCM Series, may be deemed to beneficially own the shares of Common Stock beneficially owned by Context|TCM Series. Messrs. Troob and Troob, as the Managing Members of Capital Advisors and Context|TCM LLC, may be deemed to beneficially own the shares of Common Stock beneficially owned by each of Capital Advisors and Context|TCM LLC.
Originally issued on February 8, 2021 with an expiration date of February 8, 2026, and an exercise price of $0.56, and subsequently amended on December 15, 2023, to amend the expiration date and exercise price.
Originally issued on April 20, 2021, with an expiration date of April 20, 2026, and an exercise price of $0.56, and subsequently amended on December 15, 2023, to amend the expiration date and exercise price.
Originally issued on September 16, 2022, with an expiration date of September 15, 2027, and an exercise price of $0.70, and subsequently amended on December 15, 2023, to amend the expiration date and exercise price.
TCM TACTICAL OPPORTUNITIES FUND II LP
By: Troob Capital Management LLC, its General Partner
By: /s/ Douglas M. Troob
Douglas M. Troob, Managing Member
2024-04-22
CONTEXT|TCM SERIES FUND LP - CONTEXT|TCM TACTICAL OPPORTUNITIES SERIES
By: Context|TCM Tactical Opportunities GP, LLC, its General Partner
By: TCM Private Capital Advisors LLC, its Managing Member
By: /s/ Douglas M. Troob
Douglas M. Troob, Manager
2024-04-22