| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TUEMQ | Common Stock | Options Exercise | $6.93M | +90M | $0.08 | 90M | Sep 22, 2022 | Direct | F1, F2, F3, F4, F5, F7 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TUEMQ | Junior Secured Convertible Note | Options Exercise | -$6.93M | $0 | Sep 22, 2022 | Common Stock | 90M | $0.08 | Direct | F2, F3, F4, F5, F7 | |||
| holding | TUEMQ | FILO C Note | $7.5M | Sep 22, 2022 | Common Stock | $0.08 | Direct | F2, F3, F4, F5, F6 | ||||||
| holding | TUEMQ | Junior Secured Convertible Note | $17.6M | Sep 22, 2022 | Common Stock | $0.08 | Direct | F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | 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. |
| 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 ("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. |
| 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). |
| F7 | 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.