Attached files
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EX-10 - AMENDED AND RESTATED EMPLOYMENT AGREEMENT - Charlie's Holdings, Inc. | ex10-2.htm |
EX-10.1 - AMENDED AND RESTATED EMPLOYMENT AGREEMENT - Charlie's Holdings, Inc. | ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): February 12, 2020
Commission File
Number: 001-32420
Charlie's
Holdings, Inc.
(Exact
name of registrant as specified in its charter.)
Nevada
(State
or other jurisdiction of incorporation or
organization)
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84-1575085
(IRS
Employer Identification No.)
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1007 Brioso Drive, Costa Mesa,
California 92627
(Address of
principal executive offices)
949-203-3500
(Registrant's
Telephone number)
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:
[ ]
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))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
240.12b-2)
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. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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N/A
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CHUC
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N/A
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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.
On
February 12, 2020, the Board of Directors (the “Board”)
of Charlie's Holdings, Inc. (the "Company"), entered into a form of
Amended and Restated Employment Agreement with both Brandon Stump
and Ryan Stump, the Company’s Chief Executive Officer and
Chief Operating Officer, respectively (together the “Amended
Employment Agreements”) effective February 12,
2020.
The
terms of the Amended Employment Agreements have been amended as
follows: (i) the annual equity awards based upon, among other
conditions, the Company’s market capitalization and a
percentage of base salary have been eliminated; however, the awards
based on financial milestones remain in full force and effect; and
(ii) payment of the 2019 bonuses have been deferred, resulting in
the accrual of such bonuses on the books and records of the
Company. All other terms of the respective Employment Agreements
for Messrs. Stump and Stump will remain in full force and effect
subject to further review by the Board as it deems necessary and
appropriate.
A copy
of the Amended Employment Agreements for Messrs Brandon and Ryan
Stump are attached to this Current Report as Exhibits 10.1 and
10.2, respectively.
Item 9.01 Financial Statements
and Exhibits.
(d)
Exhibits
Exhibit No.
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Description
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Amended
and Restated Employment Agreement, dated February 12, 2020 between
the Company and Brandon Stump.
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Amended
and Restated Employment Agreement, dated February 12, 2020 between
the Company and Ryan Stump.
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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.
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Charlie's
Holdings, Inc.
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February 19,
2020
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By:
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/s/ David
Allen
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David Allen |
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