Item 1.01 Entry into a Material Definitive Agreement
On August 12, 2019, the Company agreed to acquire the business operations of
Opco Holdings and its subsidiaries, and Oregon Acquisitions, Gated Oregon and
Kind Care (the "Operating Companies"), contingent upon the Company's receipt of
a legal opinion that the operation of the Opco marijuana businesses in the State
of Oregon by the Company will not violate any federal or state laws.
Pursuant to the terms of a merger agreement between the parties, Stem agreed to
acquire Opco Holdings and its subsidiaries, and Oregon Acquisitions, Gated
Oregon and Kind Care for a deemed aggregate purchase price of 12.5 million
shares of the Company's common stock. It was further agreed that the purchase
price be satisfied by releasing these shares, which have been held in escrow
during the pendency of the transaction, to the beneficial owners of
above-mentioned entities. As previously disclosed, certain beneficial owners of
these entities are also directors, officers and/or shareholders of Stem. On
September 4, 2020, the Company received all of the necessary regulatory
approvals from government entities of the State of Oregon and, pursuant to the
Merger Agreements, the transaction was consummated on that date.
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STEM HOLDINGS, INC. 
