Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 3, 2023, TREES Corporation (the "Company"), and its indirect
wholly-owned subsidiary Trees Colorado LLC, completed the acquisition ("Station
2 Acquisition") of substantially all of the assets of Station 2, LLC, a Colorado
limited liability company ("Station 2"). At the closing, the Company delivered
to Station 2 an aggregate of cash equal to $256,581.71. An additional
$384,872.56 in cash will be paid by the Company to Station 2 in twenty-four (24)
equal monthly payments of $16,036.36 each per month commencing on the first full
calendar month following the closing.
Timothy Brown, a member of the Company's Board of Directors and Nominating
Committee, is the sole owner of Station 2. Mr. Brown indirectly received all of
the consideration described above.
Reference is made to the Company's Form 8-K filed on October 19, 2022 for a
complete description of the Station 2 Acquisition, the information of which is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of New Officer
On February 3, 2023, Edward Myers, 63, was appointed as the Interim Chief
Financial Officer of the Company. The Board also designated Mr. Myers as the
Company's principal financial officer and principal accounting officer. Mr.
Myers currently also serves as the Company's Chief Operating Officer.
Mr. Myers has an existing Consulting Agreement with the Company; this agreement
remains unchanged. Reference is made to the Company's Form 8-K filed on
September 19, 2022 together with Exhibit 10.13 thereof for a description of Mr.
Myers' compensatory arrangement with the Company, as well as his business
background, the information of which is incorporated herein by reference.
There are no family relationships between Mr. Myers and any director, executive
officer, or any person nominated or chosen by the Company to become a director
or executive officer. No information is required to be disclosed with respect to
Mr. Myers pursuant to Item 404(a) of Regulation S-K other than with respect to
his employment with the Company, as summarized above.
Resignation of Officer
On February 3, 2023, Jessica Bast resigned as the Company's Chief Financial
Officer. Ms. Bast's resignation was not related to any disagreement with the
Company regarding any matter relating to the Company's operations, policies or
practices.
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