STEM, INC. — Prospectus 2021

Jun 15, 2021

424B3 1 tm2117330d7_424b3.htm 424B3

| Prospectus
Supplement No. 1 | Filed
Pursuant to Rule 424(b)(3) |
| --- | --- |
| (to
prospectus dated June 15, 2021) | Registration
No. 333-256501 |

Stem, Inc.

Up to 52,107,817 Shares of Common Stock

Up to 19,967,263 Shares of Common Stock Issuable upon Exercise of the Warrants

Up to 7,181,134 Warrants

This prospectus supplement no. 1 is being filed to update and supplement information contained in the prospectus dated June 15, 2021 (the “ Prospectus ”) related to: (1) the issuance by us of up to 19,967,263 shares of our common stock, par value $0.0001 per share (“ Common Stock ”) that may be issued upon exercise of warrants to purchase Common Stock at an exercise price of $11.50 per share of Common Stock, including the public warrants and the Private Placement Warrants (as defined in the Prospectus); and (2) the offer and sale, from time to time, by the Selling Securityholders (as defined in the Prospectus) identified in the Prospectus, or their permitted transferees, of (i) up to 52,107,817 shares of Common Stock and (ii) up to 7,181,134 Private Placement Warrants, with the information contained in our Current Report on Form 8-K dated May 27, 2021 (the “ Current Report ”). Accordingly, we have attached the Current Report to this prospectus supplement. Any document, exhibit or information contained in the Current Report that has been deemed furnished and not filed in accordance with Securities and Exchange Commission rules shall not be included in this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and any prior amendments or supplements thereto and if there is any inconsistency between the information therein and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Common Stock and warrants are traded on the New York Stock Exchange under the symbols “ STEM ” and “ STEM.WS ,” respectively. On June 14, 2021, the closing price of our Common Stock was $35.48 per share and the closing price of our warrants was $20.90 per warrant.

Investing in our securities involves risks. See “ Risk Factors ” beginning on page 5 of the Prospectus and in any applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any other regulatory body have approved or disapproved these securities, or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.

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The date of this prospectus supplement is June 15, 2021.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): May 25, 2021

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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 Rollins Road, Millbrae, California	94030
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 937-7816

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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 $0.0001	STEM	New York Stock Exchange
Warrants exercisable for Common Stock	STEM WS	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 x

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.

¨

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On May 25, 2021, the Compensation Committee of the Board of Directors of Stem, Inc., a Delaware corporation (the “ Company ”), adopted the Stem, Inc. 2021 Annual Incentive Plan (the “ Plan ”), which is intended to provide a link between the compensation of participants and Company performance, to motivate participants to achieve individual and corporate performance goals and objectives and to enable the Company to attract and retain high quality executives. The Plan contains performance metrics for the calendar year 2021 performance period, based upon the Company’s 12-month pipeline, contracted backlog, revenue and adjusted EBITDA for 2021. Final payouts under the Plan will be determined by the Committee based upon Company performance relative to these performance metrics.

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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.

/s/ Saul R. Laureles
Name:	Saul R. Laureles
Title:	Chief Legal Officer and Secretary

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