Attached files
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| EX-10 - FORM OF SECURITY AGREEMENT - Charlie's Holdings, Inc. | ex10-2.htm |
| EX-10.1 - FORM OF NOTE - 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): April 8, 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)
84-1575085
(IRS
Employer Identification No.)
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:
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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 |
N/A
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Item
1.01 Entry into a Material Definitive Agreement.
On
April 8, 2020, Charlie's Holding's, Inc., its wholly-owned
subsidiary, Charlie's Chalk Dust, LLC and its variable interest
entity, Don Polly LLC (collectively, the "Company"), issued a secured promissory
note ("Note") to one of the
Company's largest stockholder's, Red Beard Holdings, LLC (the
"Lender") in the principal
amount of $750,000, which Note is secured by all assets of the
Company pursuant to the terms of a Security Agreement entered into
by and between the Company and the Lender (the "Note Financing").
The
Note requires the payment of principal and guaranteed interest in
the amount of at least $75,000 on or before the earlier date of (i)
a Liquidity Event, as defined under the terms of the Note; or (ii)
October 1, 2020. The Company intends to use the proceeds from the
Note Financing for general corporate purposes, and its working
capital requirements, pending availability of long-term working
capital.
The
foregoing description of the Note and Security Agreement do not
purport to be complete, and are qualified in their entirety by
reference to the same, attached hereto as Exhibits 10.1, 10.2
respectively, both of which are incorporated by reference
herein.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a
Registrant.
The
information set forth above under Item 1.01 of this Current Report
on Form 8-K is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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Form of Note by and
between the Company and the Lender, dated April 8,
2020.
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Form of Security
Agreement by and between the Company and the Lender, dated April 8,
2020.
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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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April 13,
2020
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By:
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/s/ David
Allen
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David
Allen
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| Chief Financial Officer | |||