Item 7.01 Regulation FD Disclosure.
On
The information under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits."
(d) Exhibits. 10.1* Note Purchase Agreement, dated as ofSeptember 9, 2022 , amongTuesday Morning Corporation ,Tuesday Morning, Inc. , certain other subsidiaries ofTuesday Morning Corporation , andTASCR Ventures CA, LLC ] 99.1 Press Release datedSeptember 9, 2022
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# The schedules and exhibits to the Note Purchase Agreement are omitted
pursuant to Item 601 of Regulation S-K.
The Note Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, the other parties thereto or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Note Purchase Agreement were made only for purposes of the Note Purchase Agreement and as of specific dates therein, were solely for the benefit of the parties to the Note Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Note Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Note Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Note Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
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