Stem Inc.
03/06/2026 | Press release | Distributed by Public on 03/06/2026 15:29
Material Event (Form 8-K)
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Item 8.01
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Other Events.
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On March 6, 2026, the Stem, Inc. (the "Company") entered into an Open Market Sales AgreementSM(the "Sales Agreement") with Jefferies LLC (the "Agent"), as sales agent and/or principal, providing for an "at-the-market" equity offering program pursuant to which the Company may issue and sell from time to time shares of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $30,000,000 (the "Shares") to or through the Agent in ordinary brokers' transactions on the NYSE or otherwise, at market prices prevailing at the time of sale, in block transactions, in negotiated transactions, in any matter permitted by applicable law or as otherwise agreed with the Agent.
Subject to the terms and conditions of the Sales Agreement, the Agent will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon the Company's instructions (including any price or size limits the Company may impose). The Company has no obligation to sell any of the Shares, and may at any time suspend sales under the Sales Agreement or terminate the Sales Agreement in accordance with its terms. The Sales Agreement contains representations, warranties and covenants that are customary for transactions of this type. The Company has provided the Agent with customary indemnification rights.
The Company will pay the Agent a commission of up to 3.0% of the gross proceeds of any Shares sold pursuant to the Sales Agreement.
The description of the Sales Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 1 and incorporated by reference herein.
The Shares being offered pursuant to the Sales Agreement will be offered and sold pursuant to the Company's registration statement on Form S-3 (Registration No. 333-291820) (the "Registration Statement") declared effective by the Securities and Exchange Commission (the "SEC") on December 11, 2025, and a prospectus supplement thereto filed with the SEC on March 6, 2026. This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction.
In connection with the offering, the legal opinion of Gibson, Dunn & Crutcher LLP as to the validity of the Shares is filed as Exhibit 5 to this Current Report on Form 8-K. The Sales Agreement and the opinion filed herewith are incorporated by reference into the Registration Statement.
Stem Inc. published this content on March 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 06, 2026 at 21:29 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]