UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of report (Date of ~~ACT~~earliest OFevent ~~1934~~reported): January 5, 2023

~~Date~~TUESDAY ofMORNING ~~Report~~CORPORATION ~~(Date of earliest event reported): December 23, 2022~~

~~Tuesday~~(Exact ~~Morning~~name ~~Corporation~~of registrant as specified in charter)

(Exact name of registrant as specified in its charter)

Delaware	001-40432	75-2398532
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6250 LBJ Freeway Dallas, Texas		75240
(Address of principal executive offices)		(Zip Code)

(972) 387-3562
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Delaware		001-40432		75-2398532
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

6250 LBJ Freeway Dallas, Texas		75240
(Address of principal executive offices)		(Zip Code)
(972) 387-3562
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		TUEM*		The NASDAQ Capital Market*

~~Indicate~~*On byJanuary 3, ~~check~~2023, ~~mark~~the ~~whether~~Company filed a Form 25 with the Securities and Exchange Commission (the ~~registrant~~“SEC”) isin anorder ~~emerging~~to ~~growth~~delist ~~company~~the asCompany’s ~~defined~~common instock ~~Rule~~from The Nasdaq Capital Market. On January ~~405~~3, of2023, trading in the ~~Securities~~Company’s ~~Act~~common ofstock ~~1933~~on ~~(§230.405~~Nasdaq ofwas ~~this~~suspended, ~~chapter)~~and the delisting will be effective or10 ~~Rule~~days after the date of the Company’s Form ~~12b-2~~25 filing. The deregistration of the common stock under Section 12(b) of the Securities Exchange Act of 1934 (~~§240~~the “Exchange Act”) will be effective 90 days, or such shorter period as the SEC may determine, after filing of the Form 25.~~12b-2~~ Upon deregistration of ~~this~~the ~~chapter~~common stock under Section 12(b) of the Exchange Act, the common stock will be registered under Section 12(g) of the Exchange Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 35.0102. ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

On ~~December~~January 235, ~~2022~~ 2023, ~~Tuesday~~Odette ~~Morning~~Benico, ~~Corporation~~Vice ~~(the~~President and ~~“Company”)~~Principal ~~notified~~Accounting ~~The~~Officer ~~Nasdaq~~of ~~Stock~~Tuesday ~~Market~~Morning ~~LLC~~Corporation (the “~~Nasdaq~~Company”) of, notified the Company’s ~~decision~~of toher ~~voluntarily delist its common stock from The Nasdaq Capital Market and its~~ intent to ~~file a Form 25~~resign ~~with~~her ~~the~~employment ~~U.S. Securities~~ and ~~Exchange~~to ~~Commission~~pursue ~~(the~~other ~~“SEC”)~~opportunities oneffective ~~or about January~~February 27, 2023. ~~As a result, the Company expects the delisting of its common stock to become effective on or about January~~Ms. ~~12,~~Benico ~~2023.~~will ~~The~~be ~~delisting~~working iswith the ~~first~~Company ~~step in~~on a ~~longer-term~~transition plan ~~for~~prior ~~the Company~~ to ~~deregister~~her ~~as a public company and terminate its obligations to make filings with the SEC~~departure.

The Company anticipates that its common stock will be quoted on the Pink Sheets platform or other market operated by OTC Markets Group Inc. (the “OTC”), and it currently intends to continue to provide information to its stockholders and to take such actions within its control to enable its common stock to be quoted in the Pink Sheets or on another OTC market so that a trading market may continue to exist for its common stock. There is no guarantee, however, that a broker will continue to make a market in the common stock and that trading of the common stock will continue on an OTC market or otherwise.2

~~Item 7.01. Regulation FD Disclosure.~~SIGNATURES

OnPursuant ~~December 23,~~to ~~2022,~~ the ~~Company~~requirements ~~issued~~of athe ~~press release as required~~Securities byExchange ~~the~~Act ~~Nasdaq~~of ~~listing~~1934, ~~rules regarding~~ the ~~decision~~Registrant byhas ~~the~~duly ~~Board~~caused tothis ~~voluntarily~~report ~~delist the Company’s common stock from The Nasdaq Capital Market. The press release is attached~~ to ~~this~~be ~~Current~~signed ~~Report~~ on ~~Form 8-K~~its asbehalf ~~Exhibit 99.1~~by ~~and~~the isundersigned ~~incorporated~~hereunto ~~herein by~~duly ~~reference~~authorized.

The foregoing is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

	TUESDAY MORNING CORPORATION

Date: January 6, 2023	By:	/s/ Jennyfer R. Gray
		Jennyfer R. Gray
		Vice President, Interim General Counsel and Corporate Secretary

~~Item 9.01. Financial Statements and Exhibits~~3

Exhibit Number	Description
99.1	Press Release, dated December 23, 2022
104	Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TUESDAY MORNING CORPORATION By: /s/ Jennyfer R. Gray Name: Jennyfer R. Gray Title: Vice President, Interim General Counsel and Corporate Secretary

Date: December 23, 2022

Filing Compare · TUESDAY MORNING CORP/DE