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): ~~December~~November 2830, ~~2022~~2023

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		33431
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		OTCQB

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 5.07	Item 5.07 Submission of Matters to a Vote of Security Holders
Item 1.01		Entry into a Material Definitive Agreement
Item 9.01	~~Financial Statements and Exhibits~~	Financial Statements and Exhibits
SIGNATURES

Item 5.07 Submission of Matters to a Vote of Security Holders

Stem Holdings, Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders on December 28, 2022. There were 226,548,835 outstanding shares eligible to vote as of the record date for the 2022 Annual Meeting and 73,296,569 shares were present either in person or by proxy at the meeting (which represented 32.35% of the issued and outstanding shares eligible to vote), which constituted a quorum present in person or proxy at the meeting.

At the meeting, the following actions were taken:

(i) Election of Directors. The Company’s shareholders elected three directors to the Company’s Board of Directors for terms expiring at the Annual Meeting in the year 2023. The directors elected, as well as the number of votes cast for and votes withheld for each individual, are set forth below:

Nominee	Votes For		% Voted For			Withheld		% Withheld
Matthew Cohen		37,272,481		91.10	%		3,642,615		8.90	%
Robert Diener		37,142,798		90.78	%		3,772,298		9.22	%
Roger Rai		37,248,149		91.04	%		3,666,947		8.96	%

(ii) Appointment of Auditor. The Company’s shareholders approved a proposal to ratify the Audit Committee’s appointment of LJ Soldinger LLC as the Company’s independent registered public accounting firm for the year ending September 30, 2022, with the following votes:

	Amount
Votes for approval:		67,453,636
Votes against:		1,718,968
% Voted for approval		97.51	%
% Voted against approval:		2.48	%
Abstentions:		4,123,965
% Abstentions:		5.62	%

(iii) Reverse Split. The Company’s shareholders approved a proposal to authorize a reverse split of the Company’s outstanding Common Shares, at the discretion of the Board of Directors, within a range of one (1) post-split common share for each ten (10) pre-split common shares outstanding on the record date and one hundred (100) pre-split common shares outstanding on the record date, at any time within one (1) year of the approval of the Proposal by the Company’s shareholders, with the following votes:

	Amount
Votes for approval:		59,467,350
Votes against:		9,958,083
% Voted for approval		85.65	%
% Voted against approval:		14.34	%
Abstentions:		3,871,136
% Abstentions:		5.28	%

(iv) Advisory, Non-Binding Vote Regarding the Compensation of Our Named Executive Officers. The shareholders approved an advisory, non-binding vote regarding the compensation of our named executive officers. This advisory stockholder vote to approve the compensation of our named executive officers is often referred to as the “say-on-pay vote”, which is not be binding on us, the Board of Directors, or the Compensation Committee. The vote on this matter was as follows:

In favor of the Proposal	33,148,584	(89.38	)%
Not in favor of the Proposal	3,935,068	(10.61	)%
Abstain	3,831,444	(9.36	)%

(v) Advisory, Non-Binding Vote Regarding the Frequency of Future Advisory Votes Regarding the Company’s Executive Compensation. The shareholders approved an advisory, non-binding vote regarding the frequency of future advisory votes regarding the Company’s executive compensation. In this regard, the majority of the shareholders approved the Proposal that this advisory, non-binding vote be held every year. The vote on this matter was as follows:

Every Year	37,074,553	(98.08	)%
Every Two Years	18,869	(0.04	)%
Every Three Years	703,098	(1.86	)%
Abstain	3,118,576.	(7.62	)%

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

None.

SIGNATURES

Item 1.01 Entry into a Material Definitive Agreement

Stem Holdings, Inc. (the “Company” or “Stem”), a leading vertically-integrated cannabis and hemp company with state-of-the-art cultivation, processing, extraction, retail, and distribution operations, announced on November 30, 2023 that the Company has received the approval of the holders (the “Debenture Holders”) of the 8.00% unsecured convertible debentures of the Company (the “Convertible Debentures”) to amend the terms of the Convertible Debentures. As of the date hereof, a total principal amount of approx. US$2.56 million of Convertible Debentures were outstanding.

The Debenture Holders have approved amendments to the terms of the Convertible Debentures to: (i) reprice the Convertible Debentures from the current conversion price of C$0.10 per share of Common Stock of the Company (the “Common Shares”) to US$0.01 per Common Share (the “New Conversion Price”); and (ii) permit the Company to force the conversion of the principal amount of the then outstanding Convertible Debentures and any accrued and unpaid interest thereof at the New Conversion Price at any time, in the sole discretion of the Company (collectively, the “Debenture Amendments”).

The Debenture Amendments will be implemented pursuant to the terms of a supplemental indenture to be entered into between the Company and Olympia Trust Company (the “Supplemental Indenture”). A copy of the Supplemental Indenture will be available on the Company’s profile on SEDAR+.

The Company intends to convert the entire principal amount of the Convertible Debentures and any accrued and unpaid interest thereon at the New Conversion Price on or around December 1, 2023. Assuming the conversion of the entire principal amount of Convertible Debentures and any accrued and unpaid interest thereon at the New Conversion Price, approximately 264 million Common Shares will be issued, representing approximately 48.5% the Common Shares outstanding following such conversion.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

None

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/ Matthew Cohen Name: Matthew Cohen Title: President

Stem Holdings, Inc.

By:	/s/ Matthew Cohen
Name:	Matthew Cohen
Title:	President

Dated: November 30, 2023

~~Dated: January 12, 2023~~4

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