FALSE000175876600017587662024-08-282024-08-2800017587662024-08-062024-08-06


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 Earliest Event Reported): August 28, 2024
_______________________________________

STEM, INC.

(Exact name of registrant as specified in its charter)
_______________________________________

Delaware001-3945585-1972187
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
Four Embarcadero Center, Suite 710, 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:
☐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 $0.0001STEMNew 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. ☐


2



Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 28, 2024, Stem, Inc. (the “Company”) received a written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the average closing price of its shares of common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average closing price required to maintain continued listing on the NYSE under Section 802.01C of the NYSE Listed Company Manual.

The Company intends to respond to the NYSE within 10 business days of receipt of the Notice regarding its intent to cure the deficiency and return to compliance with the NYSE’s continued listing requirements. Under the NYSE's rules, the cure period extends for six months following receipt of the Notice.

The Company's shares of common stock continue to trade on the NYSE, subject to compliance with other continued listing requirements.

Under the NYSE rules, the Company can regain compliance at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period, its common stock has a closing share price of at least $1.00 per share and an average closing price of at least $1.00 per share over the 30-trading-day period ending on the last trading day of such month. Failure to satisfy the conditions of the cure period or to maintain other listing requirements could lead to a delisting. The Notice does not affect the Company’s business operations or its reporting obligations with the SEC, and does not conflict with or cause an event of default under any of the Company’s material debt or other agreements.


Item 7.01
Regulation FD Disclosure.

On August 30, 2024, the Company issued a press release with respect to the receipt of the notice of non-compliance from the NYSE. A copy of the press release is furnished as Exhibit 99 hereto and is incorporated by reference herein.

The information in this Item 7.01 (including Exhibit 99) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished as part of this report:
Exhibit No.Description
99
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
3

STEM, INC.
Date: August 30, 2024
By:/s/ Saul R. Laureles
Name:Saul R. Laureles
Title:Chief Legal Officer and Corporate Secretary
_____________________________________________________________________________________________
4
Exhibit 99
Stem, Inc. Receives Continued Listing Standard Notice from NYSE

SAN FRANCISCO – August 30, 2024 – Stem, Inc. (“Stem” or the “Company”) (NYSE: STEM) today announced that, on August 28, 2024, it had received a written notice from the New York Stock Exchange (the “NYSE”) that the average closing price of its shares of common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average closing price required to maintain continued listing on the NYSE.

Stem will respond to the NYSE within 10 business days of receipt of the notice regarding its intent to cure the deficiency and return to compliance with the NYSE continued listing requirements. Under the NYSE's rules, the cure period extends for six months following receipt of the notice.

The Company's shares of common stock continue to trade on the NYSE, subject to compliance with other continued listing requirements.

Under the NYSE’s rules, Stem can regain compliance at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period, its common stock has a closing share price of at least $1.00 per share and an average closing price of at least $1.00 per share over the 30-trading-day period ending on the last trading day of such month. Failure to satisfy the conditions of the cure period or to maintain other listing requirements could lead to a delisting. The NYSE’s notice does not affect Stem’s business operations or its reporting obligations with the SEC, and does not conflict with or cause an event of default under any of Stem’s material debt or other agreements.

About Stem

Stem provides clean energy solutions and services designed to maximize the economic, environmental, and resiliency value of energy assets and portfolios. Stem’s leading AI-driven enterprise software platform, Athena® enables organizations to deploy and unlock value from clean energy assets at scale. Powerful applications, including AlsoEnergy’s PowerTrack, simplify and optimize asset management and connect an ecosystem of owners, developers, assets, and markets. Stem also offers integrated partner solutions to help improve returns across energy projects, including storage, solar, and EV fleet charging. For more information, visit www.stem.com.

Forward-Looking Statements

Statements contained in this press release that are not statements of historical fact, including those that refer to our expectation to regain compliance with NYSE listing rules and the non-acceleration of our debt, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results or outcomes to differ materially from those expressed or implied by such forward-looking statements, including but not limited to our ability to execute on, and achieve the expected benefits from, our operational and strategic initiatives; our ability to regain compliance with the NYSE’s continued listing standards; our ability to secure sufficient and timely inventory from our suppliers, as well as contracted quantities of

Exhibit 99
equipment; our ability to meet contracted customer demand; supply chain interruptions and manufacturing or delivery delays; disruptions in sales, production, service or other business activities; general macroeconomic and business conditions in key regions of the world, including inflationary pressures; the results of operations and financial condition of our customers and suppliers; pricing pressures; our ability to continue to grow and manage our growth effectively; our ability to attract and retain qualified employees and key personnel; our ability to comply with, and the effect on our business of, evolving legal standards and regulations, including those concerning data protection, consumer privacy, sustainability, and evolving labor standards; risks relating to the development and performance of our energy storage systems and software-enabled services; and other risks and uncertainties discussed in our most recent Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC. Statements in this press release are made as of the date of this release, and Stem disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events, or otherwise, except as required by law.

###

Stem Investor Contacts
Ted Durbin, Stem
Marc Silverberg, ICR
IR@stem.com

Stem Media Contact
Suraya Akbarzad, Stem
press@stem.com

Source: Stem, Inc.


v3.24.2.u1
Cover
Aug. 28, 2024
Aug. 06, 2024
Cover [Abstract]    
Document Type 8-K  
Document Period End Date   Aug. 28, 2024
Entity Registrant Name STEM, INC.  
Entity Incorporation, State or Country Code DE  
Entity File Number 001-39455  
Entity Tax Identification Number 85-1972187  
Entity Address, Address Line One Four Embarcadero Center, Suite 710,  
Entity Address, City or Town San Francisco  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94111  
City Area Code 877  
Local Phone Number 374-7836  
Written Communications false  
Soliciting Material false  
Pre-commencement Tender Offer false  
Pre-commencement Issuer Tender Offer false  
Title of 12(b) Security Common stock, par value $0.0001  
Trading Symbol STEM  
Security Exchange Name NYSE  
Entity Emerging Growth Company false  
Amendment Flag false  
Entity Central Index Key 0001758766  
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