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