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 of earliest event reported): November 19, 2020

STONEMOR INC.

(Exact name of registrant as specified in its charter)

(215) 826-2800

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

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:

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

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 1.01 Entry Into a Material Definitive Agreement.

As previously reported, StoneMor Inc. (the “Company”) is a party to a Nomination and Director Voting Agreement dated as of September 17, 2018 (as amended on February 4, 2019, June 27, 2019 and November 3, 2020, the “DVA”) with Axar Capital Management, LP (“Axar”), certain funds and managed accounts for which it serves as investment manager and its general partner, Axar GP, LLC (collectively, the “Axar Entities”), StoneMor GP Holdings LLC and Robert B. Hellman, Jr., as trustee under the Voting and Investment Trust Agreement for the benefit of American Cemeteries Infrastructure Investors LLC (“ACII” and, collectively with StoneMor GP Holdings LLC, the “ACII Entities”). Under the DVA, and subject to certain conditions and exceptions, the Axar Entities and their affiliates are prohibited from acquiring additional shares of the Company’s Common Stock. On November 19, 2020, the Axar Entities, the ACII Entities and the Company entered into a letter agreement (the “Waiver”) pursuant to which the Axar Entities were permitted to acquire up to 10,319,369 additional shares of the Company’s Common Stock from certain investment funds in a single privately negotiated transaction and not in the open market. The terms of the Waiver were approved by both the Company’s Board of Directors and its Compensation, Nominating and Governance Committee. The waiver was subject to certain conditions, including the requirement that the Company, the Axar Entities and the ACII Entities have entered into a further amendment to the DVA to extend the standstill period applicable to the Axar Entities thereunder from December 31, 2022 to December 31, 2023. In addition, Axar agreed that if the additional shares were purchased:

As contemplated by the Waiver, on November 20, 2020, the Company, the Axar Entities and the ACII Entities entered into the Fourth Amendment to the DVA (the “Fourth Amendment”) pursuant to which the standstill period applicable to the Axar Entities thereunder was extended from December 31, 2022 to December 31, 2023.

The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the Waiver and the Fourth Amendment, copies of which are filed as Exhibit 2.1 and Exhibit 2.2, respectively, to this current Report on Form 8-K and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

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