stem-20230317

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

_______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): March 17, 2023

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STEM, INC.

(Exact name of registrant as specified in its charter)

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Delaware

333-251397

85-1972187

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

100 California St., 14th Fl, San Francisco, California 94111

(Address of principal executive offices including zip code)

1-877-374-7836

Registrant’s telephone number, including area code

_______________________________________

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Common stock, par value $0.0001

STEM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Information.

As previously disclosed, on March 3, 2023, Stem, Inc. (the “Company”) filed a petition (the “Petition”) in the Delaware Court of Chancery (the “Court of Chancery”) under Section 205 of the Delaware General Corporate Law to resolve potential uncertainty with respect to the Company’s authorized share capital. The Petition sought an order validating and declaring effective the provisions in the Company’s Second Amended and Restated Certificate of Incorporation that set forth the number of authorized shares of the Company (the “Authorized Share Charter Provision”).

On March 17, 2023, the Court of Chancery heard and orally granted the Petition, and on March 17, 2023, the Court of Chancery issued a final order granting the Petition, thereby validating the Authorized Share Charter Provision and eliminating the previous uncertainty that had been introduced by a recent Court of Chancery decision regarding the validity of similar provisions.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	STEM, INC.

Date: March 17, 2023	By:	/s/ Saul R. Laureles
		Name:	Saul R. Laureles
		Title:	Chief Legal Officer and Secretary

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Stem Inc. filed SEC Form 8-K: Other Events