Current Report Filing (8-k)
May 03 2021 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 23, 2021
Stem
Holdings, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
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|
000-55751
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61-1794883
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(State or Other Jurisdiction of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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2201 NW Corporate Blvd., Suite 205, Boca Raton, FL
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33431
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(Address of Principal Executive Offices)
|
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(Zip Code)
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Registrant’s
telephone number, including area code: (561) 237-2931
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
|
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Name
of exchange on which registered
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Common
Stock par value $0.001
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STMH
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OTCQX
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE
OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Stem
Holdings, Inc. (“Stem” or the “Company”) the first multi-state, integrated cultivation and omnichannel
technology cannabis company, announced today the closing of its previously announced marketed public offering (the “Offering”)
of units of the Company (the “Units”). The Offering was led by Canaccord Genuity Corp. (the “Agent”) on
a ‘commercially reasonable efforts’ basis and consisted of the sale of 18,744,019 Units (including 1,471,291
Units pursuant to the partial exercise of the over-allotment option by the Agent) at a price of CDN$0.55 per Unit for aggregate
gross proceeds of CDN$10,309,210 (including CDN$809,210.05 pursuant to the partial exercise of the over-allotment option by the
Agent).
Each
Unit is comprised of one share in the common stock of the Company (each a “Unit Share”) and one share purchase warrant
of the Company (each, a “Warrant”). Each Warrant is exercisable to acquire one share in the common stock of the Company
(each, a “Warrant Share”) until April 23, 2023 at a price per Warrant Share of CDN$0.68, subject to adjustment in
certain events.
The
net proceeds raised under the Offering will be used for working capital and in furtherance of some or all of the business objectives
described in the final short form prospectus of the Company dated April 19, 2021 (the “Final Prospectus”).
The
Company has given notice to list the Unit Shares and the Warrant Shares on the Canadian Securities Exchange (the “Exchange”).
Listing will be subject to the Company fulfilling all of the requirements of the Exchange.
Concurrent
with the Offering, the Company also conducted a non-brokered offering in the United States of 972,092 units of the Company at
a price of US$0.43 per unit for aggregate gross proceeds of approximately US$420,000 under the terms of a registration statement
on Form S-1, as amended, which was declared effective by the U.S. Securities and Exchange Commission on April 16, 2021.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Stem
Holdings, Inc.
By:
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/s/ Adam Berk
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Name:
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Adam Berk
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Title:
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President
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Dated:
April 30, 2020
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