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                              March 9, 2021

       Adam Berk
       Chief Executive Officer
       Stem Holdings, Inc.
       2201 NW Corporate Blvd., Suite 205
       Boca Raton, FL 33431

                                                        Re: Stem Holdings, Inc.
                                                            Amendment No. 4 to
Registration Statement on Form S-1
                                                            Filed March 1, 2021
                                                            File No. 333-251897

       Dear Mr. Berk:

            We have reviewed your amended registration statement and have the
following
       comment.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
February 26, 2021 letter.

       Amendment No. 4 to Registration Statement on Form S-1

       General

   1.                                                   We note your response
to our prior comment 1 and disagree with your analysis. See
                                                        Securities Offering
Reform Adopting Release (SEC Release No. 33-8591) (Aug. 3, 2005)
                                                        (noting    [c]ourts
have held consistently that the date of a sale is the date of contractual
                                                        commitment, not the
date a confirmation is sent or received or payment is made   ).
                                                        Because it appears that
you have already offered and sold the units to investors, the
                                                        registration statement
should cover resales by the purchasers and not issuances to the
                                                        purchasers. See also
Securities Act Sections    Compliance and Disclosure Interpretations
                                                        No. 134.03.
 Adam Berk
Stem Holdings, Inc.
March 9, 2021
Page 2

       Please contact Ada D. Sarmento at 202-551-3798 or Joe McCann at
202-551-6262 with
any questions.



                                                       Sincerely,
FirstName LastNameAdam Berk
                                                       Division of Corporation
Finance
Comapany NameStem Holdings, Inc.
                                                       Office of Life Sciences
March 9, 2021 Page 2
cc:       Robert L. B. Diener, Esq.
FirstName LastName