Item 1.01Entry into a Material Definitive Agreement.

Acquisition of Station 2

On October 14, 2022, TREES Corporation (the "Company") and a newly-formed subsidiary thereof entered into an Asset Purchase Agreement ("APA") with Station 2 LLC ("Station 2") and Timothy Brown ("Brown"), pursuant to which the Company agreed to purchase substantially all of the assets of Station 2 ("Station 2 Acquisition"). The purchase price in connection with the Station 2 Acquisition consists of cash equal to $641,454.27, payable as follows: Cash at closing of $256,581.71; and a cash amount equal to $16,036.36 per month for each of the twenty-four (24) months commencing on the first full calendar month following the closing, for an additional total of $384,872.56. The Station 2 Acquisition was originally disclosed as part of the 'Trees Acquisition' in the Company's Form 8-K filed on April 21, 2021 ("April 2021 Form 8-K"). The Station 2 Acquisition as disclosed herein constitutes a material modification to the original terms disclosed in the April 2021 Form 8-K.

The Station 2 Acquisition is subject to certain conditions, including regulatory approval of the Colorado Marijuana Enforcement Division.

On October 14, 2022, the Company, the newly-formed subsidiary, Station 2, Brown and TDM LLC entered into an Amendment ("Amendment to Plan") to First Amended and Restated Agreement and Plan of Reorganization and Liquidation ("Original Plan"), which modified the Original Plan to remove Station 2 therefrom and provide for the APA as described above.

Timothy Brown, the sole owner of Station 2, is a member of the Company's Board of Directors as well as a member of the Nominating Committee of the Board. Mr. Brown also serves as the Company's Chief Visionary Officer.

The foregoing descriptions of the APA and Amendment to Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, each of which is annexed hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.



(b)Exhibits.

Exhibit No.    Description
10.1             Asset Purchase Agreement dated October 14, 2022 by and among the
               Company, Trees Colorado LLC, Station 2 LLC and Timothy Brown.
10.2             Amendment to First Amended and Restated Agreement and Plan of
               Reorganization and Liquidation dated October 14, 2022 by and among
               the Company, Trees Colorado LLC, TDM LLC, Station 2 LLC and Timothy
               Brown.
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

© Edgar Online, source Glimpses