Attached files
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| EX-99 - EXHIBIT 99.1 - Charlie's Holdings, Inc. | ex99-1.htm |
| EX-10.1 - 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): March 19, 2021
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.
See
Item 5.02 below.
Item 3.02 Unregistered Sale
of Equity
Securities
On
March
19, 2021, Charlie's Holdings, Inc. (the "Company") entered into Securities
Purchase Agreements by and between the Company and certain family
trusts in which Mr. Brandon Stump, the Company's Chief Executive
Officer, and Mr. Ryan Stump, the Company's Chief Operating Officer
are trustees and beneficiaries (the "Purchase Agreements"), for the private
placement of an aggregate of 351,699,883 shares of its common
stock, par value $0.001 ("Common
Stock"), at a purchase price per share of $0.00853 (the
"Private Placement"), which
Private Placement was consummated on March 22, 2021. The Private
Placement resulted in gross proceeds to the Company of
approximately $3.0 million, less fees and expenses. The Private
Placement was undertaken pursuant to Rule 506 promulgated under the
Securities Act of 1933, as amended, and was consummated in a
transaction approved by the Company's independent directors in
accordance with Rule 16b-3(d)(1) of the Securities Exchange Act of
1934, as amended.
The net
proceeds to be received by the Company are intended to be used to
repay certain indebtedness of the Company, and for general working
capital purposes.
A press
release announcing the consummation of the Private Placement is
attached to this Current Report on Form 8-K as Exhibit
99.1.
The
foregoing description of the Purchase Agreements does not purport
to be complete, and is qualified in its entirety by reference to
the full text of the form of Purchase Agreements, 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:
March 23, 2021
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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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Form of
Securities Purchase Agreements, dated March 19, 2021
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Press
Release, dated March 23, 2021
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