Item 9.01 Financial Statements and Exhibits

As reported on our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2019, on June 28, 2019, Stem Holdings, Inc. (the "Company") closed the acquisition which was the subject of that certain Asset Purchase Agreement dated as of October 8, 2018 by and between Stem Holdings, Inc. and Yerba Oregon, LLC

The purpose of this amended filing is to provide audited financial statements of Yerba Oregon, LLC for the years ended December 31, 2017 and 2018; Unaudited financial statements of Yerba Oregon, LLC. for the three ended March 31, 2019 and March 31, 2018 and unaudited pro forma condensed combined financial statements of Yerba Oregon, LLC. and Stem Holdings, Inc. as of September 30, 2018 (as to Stem Holdings, Inc.) and December 31, 2018 (as to Yerba Oregon, LLC), as required.





Exhibits

99.1 Audited financial statements of Yerba Oregon, LLC for the years ended

December 31, 2017 and 2018

99.2 Unaudited financial statements of Yerba Oregon, LLC. for the three ended

March 31, 2019 and March 31, 2018

99.3 Unaudited pro forma condensed combined financial statements of Yerba

Oregon, LLC. and Stem Holdings, Inc. as of September 30, 2018 (as to Stem
     Holdings, Inc.) and December 31, 2018 (as to Yerba Oregon, LLC)




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