TASCR Ventures, LLC - Sep 12, 2022 Form 3 Insider Report for TUESDAY MORNING CORP/DE (TUEMQ)

Role: Director, Member of 10% owner group, 10%+ Owner
Signature: TASCR Ventures, LLC, By: /s/ Tai A. Lopez, Chief Executive Officer
Stock symbol: TUEMQ
Transactions as of: Sep 12, 2022
Transactions value $: $0
Form type: 3
Date filed: 9/22/2022, 09:40 PM
Next filing: Sep 27, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TUEMQ	Common Stock						0	Sep 12, 2022	See footnotes	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Ownership	Footnotes
holding	TUEMQ	FILO C Note	Sep 12, 2022	Common Stock	$7.5M	Direct	F2, F3, F4, F5, F6
holding	TUEMQ	Junior Secured Convertible Note	Sep 12, 2022	Common Stock	$6.93M	Direct	F2, F3, F4, F5
holding	TUEMQ	Junior Secured Convertible Note	Sep 12, 2022	Common Stock	$17.6M	Direct	F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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 its pecuniary interest therein.
F3	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.
F4	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.
F5	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.
F6	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).

Remarks:

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.