---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-097475"
form_type: "8-K"
ticker: "CANN"
cik: "0001477009"
company_name: "TREES Corp (Colorado)"
filed_at: "2023-12-21T23:59:59+00:00"
generated_at: "2026-06-07T08:58:31.026979+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Trees Corporation Amends Senior Secured Convertible Notes and Secures Working Capital

## Summary
- Entered into amended notes with aggregate principal of $13.5M, with $3.375M subject to mandatory conversion under trigger events.
- Interest payments deferred until March 2024; catch-up payments begin December 2024.
- Conversion price set at $0.50 per share for up to $3.375M; warrant exercise price reduced to $0.40 per share, extended to 2029.
- Lead Investor to provide up to $250k working capital note with 1.25x-1.5x liquidation preference; up to $500k additional M&A financing.
- Amendments include changes to conversion terms, deferred interest, and reduced warrant exercise price.

## SEC filing metadata
- accession: 0001213900-23-097475
- form_type: 8-K
- ticker: CANN
- cik: 0001477009
- company_name: TREES Corp (Colorado)
- filed_at: 2023-12-21T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1477009/000121390023097475/0001213900-23-097475-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1477009/000121390023097475/ea190335-8k_treescorp.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-097475
- JSON: https://secwatch.observer/filing/0001213900-23-097475.json
- Plain text: https://secwatch.observer/filing/0001213900-23-097475.txt

## Key facts
- Debt Financings
  TREES Corp (Colorado) amended convertible notes of $13,500,000 with certain accredited investors.
  - Instrument: convertible notes
  - Principal: $13,500,000
  - Counterparty: certain accredited investors
  - Event: amendment
  source text: note offering consummated in September 2022, pursuant to which the Company issued and sold senior secured convertible notes (the “Notes”) with an aggregate principal amount of $13,500,000 (“Principal Amount”) to such Investors (“Original Note Offering”). The material terms of the Amended Notes include no changes to the aggregate principal amount; the maturity
  evidence_url: https://www.sec.gov/Archives/edgar/data/1477009/000121390023097475/0001213900-23-097475-index.htm
- Material Agreements
  TREES Corp (Colorado) entered into Working Capital Note with Lead Investor valued at $250,000 (effective 2023-12-15).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Lead Investor
  - Value: $250,000
  - Effective: 2023-12-15
  source text: ● Working capital – Lead Investor agreed to provide additional $250,000 on or after closing in a separate ‘Working Capital
  evidence_url: https://www.sec.gov/Archives/edgar/data/1477009/000121390023097475/0001213900-23-097475-index.htm
- Material Agreements
  TREES Corp (Colorado) amended First Amendment to Securities Purchase Agreement and Security Agreement with Lead Investor (effective 2023-12-15).
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: Lead Investor
  - Effective: 2023-12-15
  source text: ● Working capital – Lead Investor agreed to provide additional $250,000 on or after closing in a separate ‘Working Capital
  evidence_url: https://www.sec.gov/Archives/edgar/data/1477009/000121390023097475/0001213900-23-097475-index.htm
- Material Agreements
  TREES Corp (Colorado) entered into Amended and Restated Senior Secured Convertible Notes with certain accredited investors valued at aggregate principal amount of $13,500,000 (effective 2023-12-15).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: certain accredited investors
  - Value: aggregate principal amount of $13,500,000
  - Effective: 2023-12-15
  source text: On December 15, 2023, the Company entered into Amended and Restated Senior Secured Convertible Notes (“Amended Notes”) with certain accredited investors (“Investors”) party to that certain note offering consummated in September 2022, pursuant to which the Company issued and sold senior secured convertible notes (the “Notes”) with an aggregate principal amount of $13,500,000 (“Principal Amount”) to such Investors (“Original Note Offering”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1477009/000121390023097475/0001213900-23-097475-index.htm

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