TREES Corporation (CANN)

[Alan Brochstein]

Awesome news!

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11721267

If you are short CANN that is...

DILUTION

The execution of the warrants held by the selling stockholders in accordance with the agreements covering the warrants will result in the issuance of shares of our common stock, which will in turn have a dilutive impact on our stockholders. As a result, our net loss per share could increase in future periods and the market price of our common stock could decline.

The 9,000,000 shares of common stock are issuable to the selling stockholders upon the exercise of warrants issued to the selling stockholders pursuant to a promissory note and warrant purchase agreement dated September 21, 2016. Warrants to purchase 4,500,000 shares of our common stock have an exercise price of $0.35 per share, and warrants to purchase 4,500,000 shares of our common stock have an exercise price of $0.70 per share, each such exercise price subject to adjustment if we issue any equity-based instruments at a price lower than the relevant exercise price, other than under our Incentive Plan.

Based on the exercise prices of the warrants, we will be able to receive up to $4,725,000 in gross proceeds upon exercise of the warrants, assuming that the selling stockholders exercise the warrants in full. Any proceeds received will be used for general corporate purposes, including for working capital and acquisitions.

The 9,000,000 shares of our common stock to be issued upon exercise of the above described warrants represent approximately 57.0% of the Company’s issued and outstanding common stock as of November 30, 2016, assuming that the selling stockholders will sell all of the shares offered for sale.

There are substantial risks to investors as a result of the issuance of shares of our common stock upon exercise of the above described warrants, including significant dilution of investors’ percentage ownership and significant decline in the price of our common stock.