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MarketScreener Homepage  >  Equities  >  OTC Bulletin Board - Other OTC  >  Stem Holdings Inc    STMH

STEM HOLDINGS INC

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STEM HOLDINGS, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

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02/12/2019 | 03:11pm EDT

Item 1.01 Entry Into a Material Definitive Agreement.

On October 8, 2018, Stem Holdings Oregon, Inc., a wholly-owned subsidiary of Stem Holdings, Inc., a Nevada corporation ("Stem") and Yerba Oregon, LLC, an Oregon limited liability company ("Yerba") entered into an Asset Purchase Agreement (the "Agreement") which provided for Stem to purchase certain assets and assume certain liabilities of Yerba for a total purchase price comprising (a) the greater of $1,930,581 and 90% of Yerba's 2018 EBITDA multiplied by 5; plus (b) the greater of $2,862,431 and 75% of Yerba's 2019 EBITDA multiplied by 2.5. Yerba is a wholesale producer of recreational marijuana flower, by-product and pre-roll product in the state of Oregon.

The transaction is subject to a number of conditions, including approval of the transfer of Yerba's license by the Oregon Liquor Control Commission, which have yet to be satisfied. Notwithstanding, Stem believes that the consummation of the transaction is probable as defined in Regulation S-X Rule 3-05 and is treating the transaction accordingly. Financial Statements of Yerba and Pro Forma Financial Information related to the transaction are included under Item 9.01, below. A copy of the Asset Purchase Agreement is attached as Exhibit 2.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements required by this Item are attached to this Report as Exhibit 99.1

(b) Pro Forma Financial Information.

The pro forma financial information required by this Item is attached to this Report as Exhibit 99.2.




(d) Exhibits.



Exhibit No.   Description

2.1             Asset Purchase Agreement dated as of October 8, 2018 by and
              between Stem Holdings Oregon, Inc. and Yerba Oregon, LLC, an Oregon
              limited liability company

99.1            Audited financial statements of Yerba Oregon, LLC for the years
              ended December 31, 2017 and 2016

99.2            Unaudited pro forma condensed combined financials statements of
              Yerba Oregon, LLC and Stem Holdings, Inc. as of September 30, 2018
              and September 30, 2017




  3

© Edgar Online, source Glimpses

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Managers
NameTitle
Adam Berk Chairman, President & Chief Executive Officer
Geoff Ostrove Operations Director
Steve Hubbard Chief Financial Officer, Secretary & Director
Garrett M. Bender Independent Director
Lindy Snider Independent Director
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