0001104659-22-102767.txt : 20220923 0001104659-22-102767.hdr.sgml : 20220923 20220923205838 ACCESSION NUMBER: 0001104659-22-102767 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220912 FILED AS OF DATE: 20220923 DATE AS OF CHANGE: 20220923 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clicks to Bricks, LLC CENTRAL INDEX KEY: 0001947916 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40432 FILM NUMBER: 221263448 BUSINESS ADDRESS: STREET 1: 1680 MICHIGAN AVE STREET 2: SUITE 700 CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 650-328-0100 MAIL ADDRESS: STREET 1: 1680 MICHIGAN AVE STREET 2: SUITE 700 CITY: MIAMI BEACH STATE: FL ZIP: 33139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TUESDAY MORNING CORP/DE CENTRAL INDEX KEY: 0000878726 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 752398532 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 6250 LBJ FREEWAY CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 972-387-3562 MAIL ADDRESS: STREET 1: 6250 LBJ FREEWAY CITY: DALLAS STATE: TX ZIP: 75240 3 1 tm2226578d1_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2022-09-12 0 0000878726 TUESDAY MORNING CORP/DE TUEM 0001947916 Clicks to Bricks, LLC 1680 MICHIGAN AVENUE, SUITE 700 MIAMI BEACH FL 33139 0 0 1 1 Member of 10% owner group Common Stock 0 I See footnotes FILO C Note 2027-12-31 Common Stock 7500000 I See Footnotes Junior Secured Convertible Note 2027-12-31 Common Stock 6930000 I See Footnotes Junior Secured Convertible Note 2027-12-31 Common Stock 17570000 I See Footnotes On September 12, 2022, Tuesday Morning Corporation (the "Issuer") and Osmium Partners (Larkspur SPV), LP ("Larkspur") entered into a voting agreement, pursuant to which, among other things, Larkspur granted an irrevocable proxy to TASCR Ventures, LLC ("TASCR") to vote the 20,158,593 shares of common stock, $0.01 par value, of the Issuer (the "Common Stock") owned by Larkspur. 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 ("Clicks to Bricks"), which is the manager of TASCR and may be deemed to have beneficial ownership of securities directly 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 their pecuniary interest therein. 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. 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. 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). Mr. Lopez, Dr. Mehr, Maya Burkenroad, James Harris and Sandip Patel serve as TASCR's designees on the Board of Directors of the Issuer; therefore, TASCR may be deemed to be a "director by deputization" of the Issuer. /s/ Tai A. Lopez, Chief Executive Officer 2022-09-23