공시 • Sep 23
Tuesday Morning Corporation Announces Board of Directors Changes
On September 9, 2022, Tuesday Morning Corporation, Tuesday Morning, Inc., certain members of management of the Company, TASCR Ventures, LLC, and Ayon Capital, L.L.C., and TASCR Ventures CA, LLC, as collateral agent, entered into a Note Purchase Agreement, dated as of September 9, 2022, pursuant to which TMI would issue $35 million in aggregate principal amount of debt securities to be guaranteed by the Company and certain other subsidiaries of the Company and exchangeable for shares of the Company’s common stock. On September 20, 2022, the Company, TMI, the Purchasers and the Collateral Agent entered into an Amended and Restated Note Purchase Agreement to amend the Original Note Purchase Agreement by providing that the debt securities would be issued directly by the Company and convertible into shares of the Company’s stock, and guaranteed by TMI and certain other subsidiaries of the Company. The closing of the transactions contemplated by the Note Purchase Agreement occurred on September 20, 2022. In accordance with the terms of the Note Purchase Agreement, the SPV designated each of Tai Lopez, Alexander Mehr, Maya Burkenroad, Sandip Patel and James Harris (collectively, the “SPV Designees”) to serve as directors of the Company effective upon the closing of the Private Placement on September 20, 2022. In connection with the election the SPV Designees to the Company’s board of directors, each of Douglas J. Dossey, Frank M. Hamlin, W. Paul Jones, John Hartnett Lewis and Sherry M. Smith resigned from the Company’s board of directors (the “Resigning Directors”). In connection with the resignation of the Resigning Directors, there were no disagreements between any of the Resigning Directors and the Company relating to matters concerning the Company’s operations, policies or practices. Biographical information for each of the SPV designees: Maya Burkenroad. Since 2019, Ms. Burkenroad has served as the Chief Operating Officer of REV, a tech-enabled ecommerce platform that specializes in acquiring and operating iconic retail brands, where she has helped manage the acquisition and operations of more than six major American brands. She also serves as an officer of various of its direct and indirect subsidiaries. Previously, she assisted in the launch and operation of MentorBox, a digital self-education startup founded in 2016. Ms. Burkenroad also serves as a director of Wilhelmina International Inc., a firm that provides fashion model and talent management services. James Harris. Since 2010, Mr. Harris has served as Chief Executive Officer and Managing Partner of Archipelago, LLC, a holding company that owns and operates a portfolio of leading consumer lifestyle brands including OluKai, Melin and Roark. Prior to Archipelago, Mr. Harris served as President and Partner of Huneeus Vintners, a luxury holding company that owned wineries including Quintessa, Flowers and Prisoner. He was previously Managing Director of Artisan Confections Company, the premium chocolate division of The Hershey Company, and as President of ScharffenBerger Chocolate Maker. Mr. Harris was previously with Kohlberg & Company, a private equity investment firm, and held various private equity and leverage finance positions at firms such as at Trivest Inc. and Bankers Trust. Tai Lopez. Mr. Lopez co-founded REV in 2019, and is currently its Chief Executive Officer. Through REV, Mr. Lopez has led the acquisition or founding, and operation of large retail brands, including Pier 1 Imports, RadioShack, Modell’s, Stein Mart, Linen N Things, Dressbarn, The Franklin Mint, MentorBox, The Book People, and FarmersCart as well as a minority stake in the Nasdaq listed Wilhelmina International Inc. (WHLM). Prior to founding REV, Mr. Lopez built a digital education platform under Tailopez.com that helped him grow to be a large social media influencer with over 8 million cumulative followers on TikTok, Instagram, YouTube, Snapchat, and Facebook. Alexander Mehr. Dr. Mehr co-founded REV in 2019, and currently serves as its President. Mr. Mehr also previously served as Chief Executive Officer of REV. He also serves as an officer of various of its direct and indirect subsidiaries. Previously, Dr. Mehr was the co-founder and Chief Executive Officer of MentorBox. He was also a co-founder of Zoosk, an online dating platform, and served as its President from its formation in 2007 until 2014, thereafter remaining as a director until its acquisition by Spark Networks in 2019. Prior to his entrepreneurial career, Dr. Mehr utilized his Ph.D. in Mechanical Engineering in designing complex engineering systems, as well as risk and safety management of NASA’s space exploration missions. Dr. Mehr also serves as a director of Wilhelmina International Inc., a firm that provides fashion model and talent management services. Sandip Patel. Since February 2018, Mr. Patel has been a partner and served as Head of Public Equities for Ayon Capital, L.L.C., a single family office where manages the firm’s investment strategy. Mr. Patel has over 15 years of experience in financial services and investment management. Prior to Ayon Capital, Mr. Patel served as a director and managed the investment portfolio at SantaFe Healthcare Inc. Mr. Patel is Chartered Financial Analyst. There are no family relationships among the directors, except that Ms. Burkenroad and Mr. Lopez are cousins. Each of the remaining incumbent directors Fred Hand, Anthony F. Crudele, Marcelo Podesta and Reuben E. Slone continue to serve on the board following the closing of the Private Placement. Each of Messrs. Crudele, Podesta and Slone are expected to resign from the Company’s board of directors following the filing of the Company’s Annual Report on Form 10-K for the year ended July 2, 2022, and three additional independent directors will be elected to the board in accordance with the terms of the Note Purchase Agreement.