Attached files
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| EX-99.1 - PRESS RELEASE - Charlie's Holdings, Inc. | ex99-1.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): October 12, 2020
Commission
File Number: 001-32420
Charlie's Holdings, Inc.
(Exact
name of registrant as specified in its charter.)
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Nevada
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84-1575085
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(State
or other jurisdiction of incorporation or
organization)
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(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:
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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
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N/A
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Item 7.01 Regulation FD Disclosure.
On
October 12, 2020, Charlie’s Holdings, Inc. (the
“Company”)
issued an open letter to customers discussing current operations
and announcing that the Food and Drug Administration has issued its
determination that the Company’s Premarket Tobacco
Application (“PMTA”) is sufficiently complete
and the Company’s PMTA can enter the substantive review
phase. A copy of the letter is attached to this Current Report on
Form 8-K as Exhibit 99.1.
The information in this
Current Report on Form 8-K, including the
information set forth in Exhibit 99.1, are being furnished and
shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange
Act”), nor shall
Exhibit 99.1 filed herewith be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Forward Looking Statements
This
document contains “forward-looking statements” that
involve substantial risks and uncertainties for purposes of the
safe harbor provided by the Private Securities Litigation Reform
Act of 1995. All statements, other than statements of historical
facts, included in this communication regarding strategy, future
operations, future financial position, prospects, plans and
objectives of management are forward-looking statements. In
addition, when or if used in this communication, the words
“will,” “may,” “would,”
“approximate,” “expect,”
“intend,” and similar expressions and their variants,
as they relate to the Company, or the management of the Company, or
the submission of the Company’s PMTA, may identify
forward-looking statements. Examples of forward-looking statements
include, but are not limited to, statements relating to the timing
and completion of the PMTA process; the adequacy of the PMTA;
whether the PMTA will be approved; and any impact on operations
based upon the potential approval of the PMTA. Actual results could
differ materially from those contained in any forward-looking
statement as a result of various factors, including, without
limitation, uncertainties as to the timing of the approval of the
PMTA, and the whether the Company will receive approval for its
PMTA. This review of important factors that could cause actual
events to differ from expectations should not be construed as
exhaustive and should be read in conjunction with statements that
are included herein and elsewhere, including the risk factors
included in the Company’s Annual Report on Form 10-K filed
with the SEC on April 14, 2020. Forward looking statements are
based on information available and assumptions as of the date of
this report. Except as required by applicable law, the Company
undertakes no obligation to revise or update any forward-looking
statement, or to make any other forward-looking statements, whether
as a result of new information, future events or
otherwise.
Item 9.01 Financial Statements and
Exhibits.
See
Exhibit Index.
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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Date:
October 15, 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
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Exhibit Index
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Exhibit No.
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Description
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Customer
Letter issued by Charlie’s Holdings, Inc., dated October 12,
2020
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