UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 18, 2020
Stem Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | | 000-55751 | | 61-1794883 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
| 2201 NW Corporate Blvd., Suite 205, Boca Raton, FL | | 33431 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (561) 237-2931
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol | | Name of exchange on which registered |
| Common Stock par value $0.001 | | STMH | | OTCQX |
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)) |
Explanatory Note
The purpose of this First Amendment to Form 8-K is to provide audited financial statements of Consolidated Ventures of Oregon, Inc. for the years ended December 31, 2019 and 2018.
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On August 12, 2019, the Company agreed to acquire certain business operations of Opco Holdings and its subsidiaries, Consolidated Ventures of Oregon, Inc., Oregon Acquisitions, Gated Oregon and Kind Care (the “Operating Companies”), contingent upon the Company’s receipt of a legal opinion that the operation of the Opco marijuana businesses in the State of Oregon by the Company will not violate any federal or state laws.
Pursuant to the terms of a merger agreement between the parties, Stem agreed to acquire Opco Holdings and its subsidiaries, Consolidated Ventures of Oregon, Inc., Oregon Acquisitions, Gated Oregon and Kind Care for a deemed aggregate purchase price of 12.5 million shares of the Company’s common stock. It was further agreed that the purchase price be satisfied by releasing these shares, which have been held in escrow during the pendency of the transaction, to the beneficial owners of above-mentioned entities. As previously disclosed, certain beneficial owners of these entities are also directors, officers and/or shareholders of Stem. On September 4, 2020, the Company received all of the necessary regulatory approvals from government entities of the State of Oregon and, pursuant to the Merger Agreements, the transaction was consummated on that date.
Item 9.01 Financial Statements and Exhibits
As reported on our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2020, Stem Holdings, Inc. (the “Company”) closed the acquisition which was the subject of that certain Merger and Asset Purchase Agreement dated as of August 12, 2019 by and between Stem Holdings, Inc. and Consolidated Ventures of Oregon, Inc., which closed on September 24, 2020.
The purpose of this amended filing is to provide audited financial statements of Consolidated Ventures of Oregon, Inc. for the years ended December 31, 2019 and 2018.
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: | /s/ Adam Berk | |
| Name: | Adam Berk | |
| Title: | President | |
| | | |
| Dated: November 18, 2020 | |
