Current Report Filing (8-k)
04 Avril 2022 - 3:00PM
Edgar (US Regulatory)
0001697834
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0001697834
2022-03-28
2022-03-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 28, 2022
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 |
(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 |
|
OTCQX |
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
SIGNATURES
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with
Certain Officers
On
March 28, 2022, Steven Hubbard submitted his resignation as an officer of the Company with immediate effect. Mr. Hubbard submitted his
resignation to pursue other interests. On March 30, 2022, the Company’s board of directors accepted Mr. Hubbard’s resignation
and expressed its appreciation for the services he provided to the Company.
Concurrent
with Mr. Hubbard’s resignation, the board appointed Matthew J. Cohen as Chief Executive Officer, Chief Financial Officer and a
Director of the Company, all with immediate effect. The following is Mr. Cohen’s biography:
Matthew
J. Cohen (63)
Matthew
Cohen co-founded Stem Holdings, Inc. in 2016 and has been an independent consultant to the Company for the last five years. On March
30, 2022, Mr. Cohen was appointed Chief Executive Officer, Chief Financial Officer and a director of the Company; all titles of which
he currently serves. Mr. Cohen has over 38 years of experience serving in corporate leadership roles, investing capital, structuring,
and funding public/private partnerships, and providing strategic advisory services to companies throughout the U.S., Europe, Asia and
Latin America. Specifically, Mr. Cohen has held the titles of Chief Executive Officer, Chief Operating Officer, Chief Financial Officer
and Chief Recovery Officer, President, Vice President, and Secretary and has extensive experience in business combinations and valuations,
mergers and acquisitions, reverse mergers, revenue recognition, equity-based compensation, initial public offerings, secondary offerings,
debt offerings and REIT compliance. He is also knowledgeable regarding the requirements of the Sarbanes-Oxley Act of 2002, including
internal controls and Section 404 thereof, as well as the significant issues facing SEC registrants. In addition to being a senior executive
of other publicly traded companies, he served on many publicly traded company boards and as Chairman of the Audit
Committee for several companies. His experience spans a variety of industries including diagnostic services, aerospace, benefits and
services company, consumer retail, biotech and he previously worked in the Investment Banking Division at Oppenheimer & Co.
as an Analyst. Mr. Cohen has a B.B.A. degree in Accounting from New Paltz State University, New York (1980) and in that same year, was
the recipient of the school’s annual scholar athlete award. He is a member of the American Institute of Certified Public Accountants
(AICPA).
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 J. Cohen |
|
Name: |
Matthew
J. Cohen |
|
Title: |
Chief
Executive Officer |
|
|
|
Dated:
April 04, 2022 |
|
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