UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~November 1220, 2024

TREES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Colorado		000-54457		90-1072649
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

215 Union Boulevard, Suite 415 Lakewood, Colorado		80228
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 759-1300

(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
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company 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 1.01. Entry into a Material Definitive Agreement.

On ~~June~~November 1220, 2024, TREES Corporation through its wholly-owned subsidiary Trees Oregon, LLC (the “Company”) entered into ~~a Senior Secured Promissory Note with~~ an ~~issue~~Asset ~~date~~Purchase ofAgreement ~~June 15, 2024 with TCM Tactical Opportunities Fund II LP and/or affiliates thereof~~ (“~~Holder~~APA”) with inBroadway ~~the principal amount of $500~~Project,~~000~~ ~~(the~~Inc. (“~~Note~~Buyer”). ~~The~~pursuant ~~Note~~to ~~bears~~which ~~interest at~~ the ~~rate~~Company ofagreed ~~12% per~~to ~~annum~~sell ~~and~~to ~~matures~~Buyer onits ~~September~~retail ~~15,~~marijuana ~~2026. The~~license ~~Note~~in respect isof ~~pari~~the ~~passu~~Company’s toretail ~~any~~dispensary ~~amount(s)~~located ~~that~~on ~~may~~NE ~~become~~MLK ~~due~~Boulevard, ~~and~~Portland, ~~payable~~Oregon. ~~under those~~The ~~certain~~purchase ~~Amended~~price ~~and~~for ~~Restated~~the ~~Senior~~sale ~~Secured~~is ~~Convertible~~an aggregate ~~Promissory~~of ~~Notes~~$50,000, ~~issued~~of onwhich ~~December 15~~$12,500 ~~2023~~was bypaid upon the ~~Company~~execution ~~in favor~~ of ~~Holder~~ ~~and certain other investors (~~the ~~“December~~APA ~~2023~~and ~~Notes”). In~~ the ~~event~~remaining ~~of liquidation~~$37,500 ~~the Note~~ is ~~elevated~~to inbe ~~right of~~paid ~~payment~~to ~~ahead of~~ the ~~December 2023 Notes as well as any existing~~ Company ~~debts,~~by Buyer ~~and~~upon ~~payment of~~ the ~~Note~~closing. isIn ~~pari~~addition, ~~passu~~Buyer inagreed ~~respect of~~to ~~payment~~pay ofcertain ~~that~~renewal ~~certain~~and ~~Working~~licensing ~~Capital~~fees. ~~Note~~Closing of the ~~Company~~transaction inis ~~favor~~conditioned upon ofapproval ~~Holder~~by ~~issued~~the onOregon ~~December~~Liquor ~~15,~~and ~~2023,~~Cannabis ~~also~~Commission inas ~~the~~well ~~principal~~as ~~amount of~~any ~~$500,000~~applicable ~~(“2023~~local ~~Working~~regulatory ~~Capital Note”)~~authority.

~~Holder~~The isforegoing adescription ~~senior secured lender~~ of the ~~Company and~~APA ~~the~~does ~~lead~~not purport ~~investor~~to inbe ~~connection~~complete ~~with~~and ~~the~~is ~~December~~qualified ~~2023~~in ~~Notes.~~its ~~Reference~~entirety isby ~~made~~reference to the ~~Form~~full ~~8-K~~text ofthereof, ~~the~~which ~~Company~~is ~~filed~~annexed onhereto ~~December~~as 21Exhibit 10.1, ~~2023~~and ~~for~~incorporated aherein ~~more~~by ~~complete description of the transaction relating to the December 2023 Notes~~reference.

~~Also~~Item 9.01. onFinancial ~~June~~Statements ~~12, 2024, the Company amended~~ and ~~restated~~ ~~the 2023 Working Capital Note with an issue date of June 15, 2024, to adjust the liquidation provision contained therein to align substantially as described above for the Note~~Exhibits.

~~The~~(b) ~~foregoing descriptions of the above agreements do not purport to be complete and are qualified in their entirety by reference to the full texts thereof, which are annexed hereto as~~ Exhibits 10.~~1 and 10.2 and incorporated herein by reference.~~

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Exhibit No.		Description
10.1		Asset Purchase Agreement dated November 20, 2024 by and between Trees Oregon, LLC and Broadway Project, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~The information set forth in Item~~ 1~~.01 of this Current Report on Form 8-K regarding the Note is incorporated herein by reference.~~

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

~~(b)~~Pursuant ~~Exhibits~~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 thereunto duly authorized.

Exhibit No.		Description
10.1		Form of Working Capital Note with issue date of June 15, 2024.
10.2		Amended and Restated Working Capital Note dated December 15, 2023 (issue date of June 15, 2024).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Dated: November 25, 2024

1TREES CORPORATION

~~SIGNATURES~~By: /s/ Adam Hershey Name: Adam Hershey Title: Interim Chief Executive Officer

~~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 thereunto duly authorized.~~2

Dated: June 14, 2024

TREES CORPORATION

By: /s/ Adam Hershey Name: Adam Hershey Title: Interim Chief Executive Officer

Filing Compare · TREES Corp (Colorado)