Item 1.01 Entry into a Material Definitive Agreement.
On October 5, 2020, Stem Holdings, Inc. ("STEM"), Driven Deliveries, Inc.
("DRVD") and Stem Driven Acquisition, Inc. ("SDA") entered into an Agreement and
Plan of Merger (the "Merger Agreement") wherein DRVD would merge with and into
SDA, with DRVD being the surviving entity and, following closing of the merger
transaction, DRVD would become a wholly-owned subsidiary of STEM. Pursuant to
the Merger Agreement, STEM agreed to exchange one newly-issued share of STEM
common stock for each issued and outstanding share of DRVD. In addition, STEM
will issue to each holder of warrants, options or convertible debentures to
purchase DRVD shares, warrants, options and convertible debentures that are
equal in value and on the same terms as the respective holder's DRVD warrants,
options and debentures.
On December 29, 2020, STEM, DRVD and SDA closed the Merger transaction, subject
to two Post-Closing Conditions:
1) The Registration Statement on Form S-4 filed by STEM on December 28, 2020
shall become effective as to the STEM shares issued in the Merger transaction;
and
2) The Corporate Actions included in the Issuer Related Corporate Action
Notification filed by DRVD on or about December 21, 2020 shall have been
reviewed and the requested actions authorized by FINRA (or its equivalent).
While the Merger of the entities shall be effective as of December 29, 2020 (and
as of that date DRVD became a wholly-owned subsidiary of STEM), the Company
believes that both of the Post-Closing Conditions will be satisfied prior to
January 20, 2021, at which time the share exchange will take place. The shares
to be issued in the exchange will be registered under the Registration Statement
on Form S-4 filed by STEM on December 28, 2020.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release date December 30, 2020
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