Attached files
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| EX-10.1 - AMENDMENT NO. 4 TO SECURED PROMISSORY NOTE AND SECURITY 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): December 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 1.01 Entry into a Material Definitive Agreement.
On
December 12, 2020, Charlie's Holdings, Inc. (the "Company"), entered into that certain
Amendment No. 4 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, September 30, 2020, and October 29, 2020. The Amended Note is
retroactively effective as of December 1, 2020. The terms of the
Amended Note held by Red Beard have been amended to revise the
maturity date from December 1, 2020 to January 1, 2021, and the
Guaranteed Minimum Interest has been increased from $100,000 to
$125,000. 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:
December 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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Amendment
No. 4 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, Effective as of
December 1, 2020
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