SEC Info - Clicks to Bricks, LLC - ‘3’ for 9/12/22 re: Tuesday Morning Corp./DE

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Clicks to Bricks, LLC

(Last)

(First)

(Middle)

1680 MICHIGAN AVENUE,

SUITE 700

(Street)

MIAMI BEACH

33139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
9/12/22

3. Issuer Name and Ticker or Trading Symbol
TUESDAY MORNING CORP/DE [ TUEM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 10% owner group

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0 ⁽¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
FILO C Note	⁽³⁾ ⁽⁴⁾	12/31/27 ⁽⁵⁾	Common Stock	$7,500,000 ⁽³⁾ ⁽⁴⁾	⁽³⁾ ⁽⁴⁾	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Junior Secured Convertible Note	⁽³⁾ ⁽⁴⁾	12/31/27	Common Stock	$6,930,000 ⁽³⁾ ⁽⁴⁾	⁽³⁾ ⁽⁴⁾	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Junior Secured Convertible Note	⁽³⁾ ⁽⁴⁾	12/31/27	Common Stock	$17,570,000 ⁽³⁾ ⁽⁴⁾	⁽³⁾ ⁽⁴⁾	I	See Footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Explanation of Responses:

(1) 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.

(2) 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 their pecuniary interest therein.

(3) 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.

(4) 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.

(5) 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:

Mr. Lopez, Dr. 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.

	/s/ Tai A. Lopez, Chief Executive Officer	9/23/22
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Clicks to Bricks, LLC – ‘3’ for 9/12/22 re: Tuesday Morning Corp./DE

On: Friday, 9/23/22, at 8:58pm ET · For: 9/12/22 · As: 10% Owner and Other · Accession #: 1104659-22-102767 · File #: 1-40432

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34

Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Clicks to Bricks, LLC – ‘3’ for 9/12/22 re: Tuesday Morning Corp./DE

On: Friday, 9/23/22, at 8:58pm ET · For: 9/12/22 · As: 10% Owner and Other · Accession #: 1104659-22-102767 · File #: 1-40432

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34

Filing Table of Contents