Stem Holdings, Inc. (OTCPK:STMH) entered into a Memorandum of Understanding to acquire Driven Deliveries, Inc. (OTCPK:DRVD) from a group of shareholders for $26.7 million on June 11, 2020. Stem Holdings, Inc. (OTCPK:STMH) entered into a definitive agreement to acquire Driven Deliveries, Inc. (OTCPK:DRVD) from a group of shareholders for $26.7 million on October 5, 2020. M2 Equity Partners, LLC, Carla Baumgartner, Brian Hayek, Jeanette Villanueva, Lisa Chow, Sal Villanueva, Matthew Atkinson, Mark Savage, Neal Pomroy, Clayton Adams, Jack Schwebel and others are selling stake in the transaction. Under the terms of consideration, the transaction will be settled through issuance of 101,968,994 Stem's securities on a 1:1 exchange ratio. Under the terms of acquisition, certain outstanding DRVD of the Company will be converted into shares of the Company's common stock in accordance with the terms of the merger agreement. Upon completion of the transaction, Stem will change its name to “Driven By Stem” and is expected to continue to trade under Stem's current symbols (OTCQX: STMH CSE: STEM) and DRVD would become a wholly-owned subsidiary of STEM.

Upon implementation of the Merger, the Board of Directors and executive management of the surviving company will change. Upon completion of the transaction, the members of the senior management of the combined company are expected to be Adam Berk, the current Chief Executive Officer of STEM and a member of DRVD's Board of Directors, will be Chief Executive Officer and Chairman, Steve Hubbard, the current Chief Financial Officer of STEM, will be Chief Financial Officer, Ellen Deutsch, the current Executive Vice President and Chief Operating Officer of STEM, will be Executive Vice President/Chief Operating Officer, Salvador Villanueva III,  the current President of DRVD, will be President and Brian Hayek, the current Chief Financial Officer of DRVD will be Chief Compliance Officer & Special Projects. Christian Schenk, current Chairman and Chief Executive Officer of Driven Deliveries, has tendered his resignation effective October 4, 2020. Immediately following the Merger, the combined company's board of directors is expected to be composed of seven members. As of December 28, 2020, the following are expected to be Directors of the combined company; Adam Berk, Garrett Bender, Lindy Snider, Dennis Suskind, Brian Hayek and Salvador Villanueva.  The combined company will be headquartered in Boca Raton, Florida.

The transaction is subject to regulatory approval, completion of final due diligence, the merger being approved by the shareholders of Driven Deliveries and Stem, the listing of the consideration shares approved by the Canadian Securities Exchange, any required third party consents, effectiveness of a Registration Statement on Form S-4 by Stem, Driven Deliveries shall have obtained executed waivers from Salvador Villanueva, III, Jeanette Villanueva and Lisa Chow pursuant to which such parties waive their respective rights to re- purchase all of the assets of Budee, Inc. under the Agreement and Plan of Merger dated February 27, 2020, the completion of equity financings by Stem and Driven, Officers and Directors of DRVD and each of the DRVD Subsidiaries tender their resignations from their respective offices, DRVD Debt Conversions shall have been effected and other customary closing conditions. The Board of Directors of each of Stem and Driven Deliveries have unanimously approved the transaction. The holders of the Driven Deliveries' common stock have voting rights equal to an aggregate of approximately 60% voted in favor of the proposal. As per the disclosure on October 20, 2020, the transaction has been approved by the majority shareholders of Driven Deliveries on October 5, 2020. The transaction is expected to close in late calendar year 2020 or fourth quarter. The acquisition is expected EPS accretive of the combined companies in the year 2021. The merger transaction is not expected to increase debt levels. Action Stock Transfer Corporation is acting as transfer agent for Driven Deliveries. Odyssey Stock Transfer, Inc served as transfer agent to Stem Holdings.