| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TREES Corp (Colorado) [ CANN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/08/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants(1)(2) | $0.4 | 11/08/2024 | H | 592,858 | 02/08/2021 | 09/15/2029 | Common Stock, $0.001 par value per share | 592,858 | (3) | 0 | D(4)(5) | ||||
| Warrants(1)(2) | $0.066 | 11/08/2024 | P | 592,858 | 11/08/2024 | 11/15/2029 | Common Stock, $0.001 par value per share | 592,858 | (3) | 592,858 | D(4)(5) | ||||
| Warrants(1)(2) | $0.4 | 11/08/2024 | H | 1,039,942 | 04/20/2021 | 09/15/2029 | Common Stock, $0.001 par value per share | 1,039,942 | (3) | 0 | D(4)(5) | ||||
| Warrants(1)(2) | $0.066 | 11/08/2024 | P | 1,039,942 | 11/08/2024 | 11/15/2029 | Common Stock, $0.001 par value per share | 1,039,942 | (3) | 1,039,942 | D(4)(5) | ||||
| Warrants(1)(2) | $0.4 | 11/08/2024 | H | 4,912,349 | 09/16/2022 | 09/15/2029 | Common Stock, $0.001 par value per share | 4,912,349 | (3) | 0 | D(4)(6) | ||||
| Warrants(1)(2) | $0.066 | 11/08/2024 | P | 4,912,349 | 11/08/2024 | 11/15/2029 | Common Stock, $0.001 par value per share | 4,912,349 | (3) | 4,912,349 | D(4)(6) | ||||
| Warrants(1)(2) | $0.066 | 11/08/2024 | P | 2,500,000 | 11/08/2024 | 11/15/2029 | Common Stock, $0.001 par value per share | 2,500,000 | (7) | 2,500,000 | D(4)(6) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 4 is filed jointly by TCM Tactical Opportunities Fund II LP ("Tactical Opportunities Fund"); Troob Capital Advisors LLC ("Capital Advisors"); Context|TCM Series Fund LP - Context|TCM Tactical Opportunities Series ("Context|TCM Series"); Context|TCM Tactical Opportunities LLC ("Context|TCM LLC"); Douglas M. Troob; and Peter J. Troob (collectively, the "Reporting Persons"). |
| 2. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. |
| 3. The noted transactions reported in Table II above involved the amendment of outstanding warrants to reduce the exercise price from $0.40 per share to $0.066 per share and to extend the expiration date of such warrants from September 15, 2029 to November 15, 2029. The amendment is reported above as the cancellation of the old warrants and the acquisition of new warrants. |
| 4. Securities owned directly by the noted fund entity. Capital Advisors, as the investment manager of Tactical Opportunities Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Tactical Opportunities Fund. Context|TCM LLC, as the investment manager of Context|TCM Series, may be deemed to beneficially own the shares of Common Stock beneficially owned by Context|TCM Series. Messrs. Troob and Troob, as the Managing Members of Capital Advisors and Context|TCM LLC, may be deemed to beneficially own the shares of Common Stock beneficially owned by each of Capital Advisors and Context|TCM LLC. |
| 5. Owned directly by Context|TCM Series. |
| 6. Owned directly by Tactical Opportunities Fund. |
| 7. Originally issued for no cash consideration in connection with the loan from the Reporting Persons to the Issuer evidenced by that certain senior secured promissory note issued on November 8, 2024 in favor of Tactical Opportunities Fund in the principal amount of $1,250,000. |
| TCM TACTICAL OPPORTUNITIES FUND II LP By: Troob Capital Management LLC, its General Partner By: /s/ Douglas M. Troob Douglas M. Troob, Managing Member | 02/06/2025 | |
| CONTEXT|TCM SERIES FUND LP - CONTEXT|TCM TACTICAL OPPORTUNITIES SERIES By: Context|TCM Tactical Opportunities GP, LLC, its General Partner By: TCM Private Capital Advisors LLC, its Managing Member By: /s/ Douglas M. Troob Douglas M. Troob, Manager | 02/06/2025 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
