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