Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 28, 2022, each of Anthony F. Crudele,
Marcelo Podesta and Reuben E. Slone (collectively, the “Resigning Directors”) resigned from the board of directors of Tuesday
Morning Corporation (the “Company”). 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.
The resignations of the Resigning Directors were in accordance with the terms of the note purchase agreement relating to the Company’s
recently completed private placement of $35 million of convertible debt securities, pursuant to which the board of directors was to be
reconstituted.
On September 28, 2022, each of Andrew T. Berger,
Michael Onghai and Z. John Zhang were elected to serve as members of the Company’s board of directors and as members of the Audit
Committee of the board of directors. Biographical information for each of the newly elected directors is provided below.
Andrew
T. Berger. Mr. Berger has served as a director of Autoscope Technologies Corporation (including its predecessor, “Image
Sensing Systems, Inc.”) since October 2015, as Executive Chair of Autoscope since June 2016, and as Chief Executive Officer of Autoscope
since April 2021. Mr. Berger was Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee and Compensation
Committee until his appointment as Chief Executive Officer of Autoscope. Mr. Berger is the Managing Member of AB Value Management LLC,
which serves as the General Partner of AB Value Partners, LP. Mr. Berger has nearly two decades of experience in investment analysis,
investment management, and business consulting. From 1998 through 2002, Mr. Berger served as Equity Analyst for Value Line, Inc. Since
2002, Mr. Berger has served as President of Walker's Manual, Inc., an investment publisher that was transformed into a business consulting
company in 2008. Since May 2017, Mr. Berger has been Chief Executive Officer of Cosi, Inc. (and since August 2022 of its successor, Cosi
Restaurant Holdings, LLC), a fast-casual restaurant chain that operates and franchises domestic and international restaurants. In 2020,
Cosi, Inc. filed for Chapter 11 protection under the federal bankruptcy laws, and emerged in August 2022. From January 2020 through October
2021, Mr. Berger served on the board of directors of Rock Mountain Chocolate Factory, Inc., and international franchisor, confectionary
manufacturer and retail operator.
Michael
Onghai. Mr. Onghai has served as the Chief Executive Officer of LookSmart Group, Inc. (“LookSmart”), a digital
advertising solutions company, since February 2013. Mr. Onghai also services as a director LookSmart. Mr. Onghai also serves as the President
of the American Opportunity Zone Fund and Snowy August Management LLC, a family office in multi-family housing, lending and blockchain
fintech. Mr. Onghai has been a seed investor in a number of companies, including Alpha Sigma Capital, a digital asset fund focused on
the blockchain economy, where he serves as a principal. Mr. Onghai earned his designation as a Chartered Financial Analyst in 2006 and
holds a B.S. in Electrical Engineering and Computer Science from the University of California, Los Angeles and graduated from the Executive
Management Certificate Program in Value Investing (The Heilbrunn Center for Graham & Dodd Investing) Graduate School of Business at
Columbia Business School. He also is a graduate of Massachusetts Institute of Technology's Blockchain Technologies Curriculum . Mr. Onghai
is also a director of MGT Capital Investments, Inc., a U.S.-based Bitcoin miner. He is also a board advisory director of the American
Blockchain PAC.
Z.
John Zhang. Dr. Zhang is a tenured, chaired full professor of marketing at the Wharton School, University of Pennsylvania.
He also serves as the director of Penn Wharton China Center. Dr. Zhang holds a Ph.D. in History and Sociology of Science and Technology
from the University of Pennsylvania and a Ph.D. in Economics from the University of Michigan. His research and teaching interests in the
past 30 years have all centered on pricing, channel management and competitive marketing strategies. Dr. Zhang has also done extensive
consulting and writing on pricing, discounting, and channels issues, especially at the retailing level.