0001104659-22-103306.txt : 20220927 0001104659-22-103306.hdr.sgml : 20220927 20220927160527 ACCESSION NUMBER: 0001104659-22-103306 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220922 FILED AS OF DATE: 20220927 DATE AS OF CHANGE: 20220927 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lopez Tai CENTRAL INDEX KEY: 0001849969 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40432 FILM NUMBER: 221271145 MAIL ADDRESS: STREET 1: C/O WILHELMINA INTERNATIONAL, INC. STREET 2: 200 CRESCENT COURT, SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MEHR ALEXANDER CENTRAL INDEX KEY: 0001609037 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40432 FILM NUMBER: 221271144 MAIL ADDRESS: STREET 1: C/O ZOOSK, INC. STREET 2: 989 MARKET STREET, FIFTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Retail Ecommerce Ventures LLC CENTRAL INDEX KEY: 0001849958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40432 FILM NUMBER: 221271146 BUSINESS ADDRESS: STREET 1: 1680 MICHIGAN AVENUE STREET 2: SUITE 700 CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 6503280100 MAIL ADDRESS: STREET 1: 1680 MICHIGAN AVENUE STREET 2: SUITE 700 CITY: MIAMI BEACH STATE: FL ZIP: 33139 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40432 FILM NUMBER: 221271147 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TASCR Ventures, LLC CENTRAL INDEX KEY: 0001947536 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40432 FILM NUMBER: 221271148 BUSINESS ADDRESS: STREET 1: 1010 NORTH FLORIDA AVENUE CITY: TAMPA STATE: FL ZIP: 33602 BUSINESS PHONE: 407-443-3444 MAIL ADDRESS: STREET 1: 1010 NORTH FLORIDA AVENUE CITY: TAMPA STATE: FL ZIP: 33602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ayon Capital, L.L.C. CENTRAL INDEX KEY: 0001947635 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40432 FILM NUMBER: 221271142 BUSINESS ADDRESS: STREET 1: 1010 N. FLORIDA AVE. CITY: TAMPA STATE: FL ZIP: 33602 BUSINESS PHONE: 407-443-3444 MAIL ADDRESS: STREET 1: 1010 N. FLORIDA AVE. CITY: TAMPA STATE: FL ZIP: 33602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TM21, LLC CENTRAL INDEX KEY: 0001947911 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40432 FILM NUMBER: 221271143 BUSINESS ADDRESS: STREET 1: 1010 N. FLORIDA AVE. CITY: TAMPA STATE: FL ZIP: 33602 BUSINESS PHONE: 407-443-3444 MAIL ADDRESS: STREET 1: 1010 N. FLORIDA AVE. CITY: TAMPA STATE: FL ZIP: 33602 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 4 1 tm2226578-3_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-09-22 0 0000878726 TUESDAY MORNING CORP/DE TUEM 0001947536 TASCR Ventures, LLC 1010 NORTH FLORIDA AVENUE TAMPA FL 33602 1 0 1 1 Member of 10% owner group 0001947916 Clicks to Bricks, LLC 1680 MICHIGAN AVENUE, SUITE 700 MIAMI BEACH FL 33139 0 0 1 1 Member of 10% owner group 0001849958 Retail Ecommerce Ventures LLC 1680 MICHIGAN AVENUE, SUITE 700 MIAMI BEACH FL 33139 0 0 1 1 Member of 10% owner group 0001849969 Lopez Tai 1680 MICHIGAN AVENUE, SUITE 700 MIAMI BEACH FL 33139 1 0 1 1 Member of 10% owner group 0001609037 MEHR ALEXANDER 1680 MICHIGAN AVENUE, SUITE 700 MIAMI BEACH FL 33139 1 0 1 1 Member of 10% owner group 0001947911 TM21, LLC 1010 NORTH FLORIDA AVENUE TAMPA FL 33602 0 0 1 1 Member of 10% owner group 0001947635 Ayon Capital, L.L.C. 1010 NORTH FLORIDA AVENUE TAMPA FL 33602 0 0 1 1 Member of 10% owner group Common Stock 2022-09-22 4 M 0 90000000 0.077 A 90000000 D FILO C Note 0.077 2027-12-31 Common Stock 7500000 D Junior Secured Convertible Note 0.077 2027-12-31 Common Stock 17570000 D Junior Secured Convertible Note 0.077 2022-09-22 4 M 0 6930000 D 2027-12-31 Common Stock 90000000 0.00 D Represents shares of common stock, $0.01 par value per share (the "Common Stock") of Tuesday Morning Corporation (the "Issuer"), held directly by TASCR Ventures, LLC ("TASCR"). The Reporting Person has no pecuniary interest in and, thus, is not reporting on this Form 4, the 20,158,593 shares of Common Stock owned by Osmium Partners (Larkspur SPV), LP, with respect to which the Reporting Person holds an irrevocable proxy. 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 ("CTB"), which is the manager of TASCR, and may be deemed to have beneficial ownership of shares 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 its pecuniary interest therein. Ayon Capital, L.L.C. ("Ayon") is the sole member of TM21, LLC ("TM21"), which is the majority unitholder of TASCR. Ayon and TM21 may be deemed to have beneficial ownership of securities directly held by TASCR. Each of Ayon and TM21 disclaims beneficial ownership of the securities reported herein except to the extent of its 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). On September 21, 2022, TASCR provided the Issuer with notice of intent to convert one of its two Junior Secured Convertible Notes that had a principal amount of $6,930,000 at a conversion price of $0.077. On September 22, 2022, the Issuer issued 90,000,000 shares of Common Stock to TASCR pursuant to the conversion. Tai Lopez, Alexander 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. TASCR Ventures, LLC, By: /s/ Tai A. Lopez, Chief Executive Officer 2022-09-27 Clicks to Bricks, LLC, By: /s/ Tai A. Lopez, Chief Executive Officer 2022-09-27 Retail Ecommerce Ventures LLC, By: /s/ Tai A. Lopez, Chief Executive Officer 2022-09-27 /s/ Tai A. Lopez 2022-09-27 /s/ Alexander Mehr 2022-09-27 TM21, LLC, By: /s/ Siddhartha D. Pagidipati, Manager 2022-09-27 Ayon Capital, L.L.C., By: /s/ Siddhartha D. Pagidipati, Manager 2022-09-27