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