Attached files
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| EX-10 - EXHIBIT 10.1 - 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): October 29, 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))
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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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. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
On
October 29, 2020, the Board of Directors (the “Board”) of Charlie's Holdings,
Inc. (the "Company"),
entered into that certain Amendment No. 3 to Secured Promissory
Note and Security Agreement (the “Amended Note”), by and between
the Company and Red Beard Holdings, LLC (“Red Beard”) dated April 8, 2020,
and amended on August 27, 2020 and September 30, 2020. The terms of
the Amended Note held by Red Beard have been amended to revise the
maturity date from November 1, 2020 to December 1, 2020.
Furthermore, Red Beard has agreed to waive certain rights upon the
occurrence of an Event of Default, as defined in the Amended Note,
which was triggered by the Company’s receipt of that certain
notice of default, dated August 13, 2020, from certain holders of
the Company’s Series A Convertible Preferred Stock, par value
$0.001.
The
foregoing description of the Amended Note does not purport to be
complete, and is qualified in its entirety by reference to the full
text of the Amended Note, attached to this Current Report on Form
8-K as Exhibit 10.1, and incorporated by reference
herein.
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:
November 3, 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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Amendment
No. 3 to Secured Promissory Note and Security Agreement by and
between Charlie’s Holdings, Inc., Charlie’s Chalk Dust,
LLC, Don Polly, LLC, and Red Beard Holdings, LLC, Dated October 29,
2020
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