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Item 7.01.
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Regulation FD Disclosure.
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As previously disclosed, on May 27, 2020
(the “Petition Date”), Tuesday Morning Corporation (the “Company”) and certain of its direct and indirect
subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”)
under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court
for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”). The Chapter 11 Cases are being administered
jointly under the caption “In re: Tuesday Morning Corporation, et. al., Case No. 20-31476-HDH-11.” The Debtors
will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court
and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
In connection with the Chapter 11
Cases, the Company commenced discussions with certain potential financing parties to facilitate a potential financing
transaction. The Company entered into confidentiality agreements (collectively, the “NDAs”) with such potential
financing parties in connection therewith. Pursuant to the NDAs, the Company agreed to publicly disclose certain confidential
information regarding the Company that was provided to the parties to the NDAs (the “Cleansing Material”). The
Cleansing Material is attached to this Current Report on Form 8-K as Exhibit 99.1. The Cleansing Material was prepared by the
Company solely to facilitate a discussion with the parties to the NDAs and was not prepared with a view toward public
disclosure and should not be relied upon to make an investment decision with respect to the Company. The Cleansing Material
should not be regarded as an indication that the Company or any third party considers the Cleansing Material to be a reliable
prediction of future events, and the Cleansing Material should not be relied upon as such. The Cleansing Material includes
certain values for illustrative purposes only and such values are not the result of, and do not represent, actual valuations,
estimates, projections or projections of the Company or any third party and should be relied upon as such. Projections in the
Cleansing Material were made as of the dates indicated in the Cleansing Material, and in some cases have been superseded
by subsequently disclosed projections. Neither the Company nor any third party has made or makes any representation to
any person regarding the accuracy of the Cleansing Material or undertakes any obligation to publicly update the Cleansing
Material to reflect circumstances existing after the date when the Cleansing Material was prepared or conveyed or to reflect
the occurrence of future events, even in the event that any or all of the assumptions underlying the Cleansing Material are
shown to be in error.
The Company cautions that trading in the
Company’s common stock during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading
prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders of the
Company’s common stock in the Chapter 11 Cases.
The information furnished in this Item 7.01
of this Current Report on Form 8-K and the materials attached hereto as Exhibit 99.2 shall not be deemed “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such
section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended.
Cautionary Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains
forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of
1995, which are based on management’s current expectations, estimates and projections. Forward looking statements include
the financial projections in the Cleansing Materials and also include statements regarding the Company’s plans with respect
to the Chapter 11 Cases, the Company’s plan to continue its operations while it works to complete the its proposed reorganization,
the Company’s debtor-in-possession financing and other statements regarding the Company’s proposed reorganization,
strategy, future operations, performance and prospects. These forward-looking statements are subject to risks and uncertainties
that could cause the Company’s actual results to differ materially from the expectations expressed in the Company’s
forward-looking statements. These risks, uncertainties and events also include, but are not limited to, the following: the Company’s
ability to obtain timely approval of the Bankruptcy Court with respect to motions filed in the Chapter 11 Cases; pleadings filed
that could protract the Chapter 11 Cases; the Bankruptcy Court’s rulings in the Chapter 11 Cases, and the outcome of the
Chapter 11 Cases generally; the Company’s ability to comply with the restrictions imposed by the terms and conditions of
its debtor-in-possession financing arrangements, including the Company’s ability to maintain certain minimum liquidity requirements
and obtain approval of a plan of reorganization or sale of all of its assets by agreed upon deadlines; the length of time that
the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of
the Chapter 11 Cases; the Company’s ability to continue to operate its business during the pendency of the Chapter 11 Cases;
employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions
and uncertainties; the effectiveness of the overall restructuring activities pursuant to the Chapter 11 Cases and any additional
strategies the Company may employ to address its liquidity and capital resources; the actions and decisions of creditors and other
third parties that have an interest in the Chapter 11 Cases; risks associated with third parties seeking and obtaining authority
to terminate or shorten the Company’s exclusivity period to propose and confirm one or more plans of reorganization, for
the appointment of a Chapter 11 trustee or to convert the Chapter 11 proceeding to a Chapter 7 proceeding; increased legal and
other professional costs necessary to execute the Company’s restructuring; the Company’s ability to maintain relationships
with suppliers, customers, employees and other third parties as a result of the Chapter 11 Cases; the trading price and volatility
of the Company’s common stock and the effects of the delisting from The Nasdaq Stock Market; litigation and other risks inherent
in a bankruptcy process; the effects and length of the novel coronavirus pandemic; and the other factors listed in the Company’s
filings with the Securities and Exchange Commission.
Except as may be required by law, the
Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date on
which the statements were made or to reflect the occurrence of unanticipated events. Investors are cautioned not to place undue
reliance on any forward-looking statements.