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): ~~November~~February 301, ~~2023~~2024

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
2201 NW Corporate Blvd, Suite 205 Boca Raton, FL 33431		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~~OTC Pink Sheets

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
Item 3.03		Material Modification to Rights of Security Holders
Item 9.01		Financial Statements and Exhibits

SIGNATURES

2Item 3.03 Material Modification to Rights of Security Holders.

~~Item~~On February 1, 2024, Stem Holdings, Inc.01 ~~Entry~~announced ~~into~~that the February 1, 2024 effectiveness of a ~~Material~~one ~~Definitive~~for ~~Agreement~~100 reverse stock split. The shares of Stem will continue to trade under the symbol, STMH on the OTC Pink Sheets and, STEM on the CSE,

~~Stem~~The ~~Holdings,~~reverse ~~Inc.~~split ~~(the~~was ~~“Company”~~approved orby ~~“Stem”),~~the aCompany’s ~~leading~~shareholders ~~vertically-integrated cannabis~~on ~~and~~December ~~hemp company with state-of-the-art cultivation~~28, ~~processing,~~2022 ~~extraction, retail,~~ and ~~distribution~~approved ~~operations,~~by ~~announced on November 30, 2023 that~~ the Company’s ~~has received the approval of the holders (the “Debenture Holders”) of the 8.00%~~Board ~~unsecured convertible debentures~~ of ~~the~~Directors ~~Company~~on ~~(the~~November ~~“Convertible~~27, ~~Debentures”)~~2023, towith ~~amend~~a ~~the~~filing ~~terms~~with of the ~~Convertible Debentures.~~Nevada AsSecretary of ~~the~~State ~~date~~on ~~hereof~~December 18, ~~a total principal amount of approx~~2023. ~~US$2.56 million of Convertible Debentures were outstanding.~~

~~The~~Effective ~~Debenture~~February ~~Holders~~1, ~~have~~2024, ~~approved amendments to~~ the ~~terms~~Company’s ofCommon ~~the~~Stock ~~Convertible~~will ~~Debentures~~trade ~~to:~~under ~~(i)~~CUSIP ~~reprice~~85858U305 ~~the~~and ~~Convertible Debentures from~~ the ~~current conversion price of C$0.10 per share of Common Stock of the~~ Company’s ~~(the~~former ~~“Common~~CUSIP ~~Shares”~~(85858U107) ~~to US$0.01 per~~ ~~Common~~will ~~Share~~be ~~(the~~suspended ~~“New~~effective ~~Conversion~~February ~~Price”);~~1, ~~and~~2024. ~~(ii)~~As ~~permit~~a ~~the~~result ~~Company~~of ~~to force~~ the ~~conversion~~reverse ofsplit, the ~~principal~~Company’s ~~amount of~~557,999,222 ~~the~~shared ~~then~~will ~~outstanding~~be ~~Convertible~~converted into ~~Debentures~~5,579,992 ~~and~~post-split ~~any~~shares. ~~accrued~~All ~~and~~fractional ~~unpaid~~interests ~~interest~~resulting ~~thereof~~from at the ~~New~~reverse ~~Conversion~~split ~~Price~~will atbe ~~any~~rounded ~~time,~~up ~~in the~~to ~~sole discretion of~~ the ~~Company~~nearest ~~(collectively,~~whole ~~the “Debenture Amendments”)~~share.

~~The~~Company ~~Debenture~~shares ~~Amendments~~in brokerage accounts will automatically be ~~implemented~~converted ~~pursuant~~ to ~~the~~shares ~~terms~~ of aStem ~~supplemental~~(CUSIP ~~indenture~~NO: to85858U305) beby ~~entered~~Depository ~~into between the Company and Olympia~~ Trust Company (~~the~~ “~~Supplemental Indenture~~DTC”) and the brokerage firms. AThere ~~copy~~is ofno ~~the~~additional ~~Supplemental~~action ~~Indenture~~required ~~will~~from beinvestors ~~available~~with ondeposited ~~the~~ Company’s ~~profile~~common ~~on SEDAR+~~shares.

~~The~~ Company shareholders ~~intends~~needing to ~~convert~~contact the ~~entire~~transfer ~~principal~~agent ~~amount~~should ofsubmit ~~the Convertible Debentures~~ and ~~any~~online ~~accrued~~ticket ~~and unpaid interest thereon~~ at ~~the New Conversion Price on or around December 1, 2023~~https://odysseycontact.com/ ~~Assuming~~for 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 48service.~~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
Dated: November 30, 2023
Dated: February 1, 2024

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