---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-079147"
form_type: "8-K"
ticker: "CANN"
cik: "0001477009"
company_name: "TREES Corp (Colorado)"
filed_at: "2023-07-07T23:59:59+00:00"
generated_at: "2026-06-13T11:00:00.505943+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Trees Corp returns cannabis licenses to former owners; redeems 9.9M shares

## Summary
- Settlement transfers Berthoud cultivation/dispensary and Boulder MIP licenses to Green Tree entities.
- Company redeems 9,917,574 shares from Allyson Downing and Loree Schwartz in exchange for transferred assets.
- Employment terminated for CMO/Director Downing and Schwartz; no further APA payments due except $562,381 to Michael Abrams.
- Consulting agreement requires Downing entity to pay Trees $289,452 contingent on Abrams payment.
- Transaction closes pending Colorado Marijuana Enforcement Division and local regulatory approvals.

## SEC filing metadata
- accession: 0001104659-23-079147
- form_type: 8-K
- ticker: CANN
- cik: 0001477009
- company_name: TREES Corp (Colorado)
- filed_at: 2023-07-07T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1477009/000110465923079147/0001104659-23-079147-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1477009/000110465923079147/tm2320714d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-079147
- JSON: https://secwatch.observer/filing/0001104659-23-079147.json
- Plain text: https://secwatch.observer/filing/0001104659-23-079147.txt

## Key facts
- Executive change
  Allyson Feiler Downing was terminated as Chief Marketing Officer at TREES Corp (Colorado).
  - Action: terminated
  - Role: Chief Marketing Officer
  source text: On July 1, 2023, the Company terminated the employment of Allyson Feiler Downing, the Company’s Chief Marketing Officer and a member of the Company’s Board of Directors.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1477009/000110465923079147/0001104659-23-079147-index.htm
- Material Agreements
  TREES Corp (Colorado) entered into Settlement Agreement with Allyson Feiler Downing and Loree Schwartz (Green Tree Parties) (effective 2023-07-01).
  - Action: entry
  - Agreement: settlement
  - Counterparty: Allyson Feiler Downing and Loree Schwartz (Green Tree Parties)
  - Effective: 2023-07-01
  source text: On July 1, 2023, the Company and its subsidiaries Green Tree Colorado, LLC, Green Tree Cultivation LLC, GT Retail LLC, and Green Tree MIP LLC, each a Colorado limited liability company, entered into a settlement agreement (“Settlement Agreement”) with Allyson Feiler Downing (“Downing”) and Loree Schwartz (“Schwartz” and together with Downing, “Green Tree Parties”), pursuant to which the Company and the Green Tree Parties agreed to transfer and assign to new entities controlled by the Green Tree Parties, cannabis licenses and related assets owned by (i) GT Retail relating to a cultivation facility and a retail dispensary located in Berthoud, Colorado; (ii) GT MIP relating to a ‘marijuana infused product’ dispensary located in Boulder County, Colorado; and (iii) certain intellectual property in respect thereof (collectively, the “Transferred Assets”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1477009/000110465923079147/0001104659-23-079147-index.htm
- Material Agreements
  TREES Corp (Colorado) entered into Transition Services Agreement with Green Tree Parties (effective 2023-07-01).
  - Action: entry
  - Agreement: settlement
  - Counterparty: Green Tree Parties
  - Effective: 2023-07-01
  source text: On July 1, 2023, the parties also entered into a Transition Services Agreement pursuant to which the Green Tree Parties will provide certain administrative and management services on a transition basis to the Company in respect of the Transferred Assets in exchange for retaining all revenue generated from the businesses relating to the Transferred Assets; until such time as the transfer under the Settlement Agreement is consummated.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1477009/000110465923079147/0001104659-23-079147-index.htm
- Material Agreements
  TREES Corp (Colorado) entered into Consulting Agreement with a newly-formed entity controlled by the Green Tree Parties together with Allyson Feiler Downing valued at $289,452.39 (effective 2023-07-01).
  - Action: entry
  - Counterparty: a newly-formed entity controlled by the Green Tree Parties together with Allyson Feiler Downing
  - Value: $289,452.39
  - Effective: 2023-07-01
  source text: Furthermore, also on July 1, 2023, the Company and a newly-formed entity controlled by the Green Tree Parties entered into a consulting agreement pursuant to which such entity together with Downing agreed to pay consulting fees to the Company in an aggregate amount equal to $289,452.39, subject to and conditioned upon the Company’s completion of payments under the APA to Michael Abrams of $562,380.95 (“Consulting Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1477009/000110465923079147/0001104659-23-079147-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.