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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): May 10, 2021
Commission
File Number: 001-32420
Charlie's Holdings, Inc.
(Exact
name of registrant as specified in its charter.)
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:
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Resignation of David Allen as Chief Financial Officer; Appointment
to Board of Directors
Effective May 10,
2021, David Allen resigned from his position as Chief Financial
Officer of Charlie’s Holdings, Inc. (the “Company”), and was concurrently
appointed to fill one of two current vacancies on the
Company’s Board of Directors (the “Board”). Mr. Allen will serve on
the Board until the next annual meeting of stockholders of the
Company, or until his successor is elected and qualified. Mr.
Allen’s resignation was not due to any disagreements with
respect to the Company’s operations, policies, or
practices.
As
compensation for serving as a director, Mr. Allen will be entitled
to compensation pursuant to the Company’s Director
Compensation Plan, which currently provides that non-employee
directors receive (a) a $60,000 annual retainer, payable in equal
monthly installments in cash and (b) reimbursement for expenses
related to Board meeting attendance and committee participation. In
addition, directors receive a one-time grant of an option to
purchase 25.0 million shares of the Company’s common stock,
par value $0.001 per share (“Common Stock”) at an exercise
price equal to the closing price of the Company’s Common
Stock on the date of issuance, as reported on the OTC Pink
Market.
For Mr.
Allen’s biography, please see the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2020,
filed with the Securities and Exchange Commission on April 5,
2021.
Appointment of Matt Montesano as Chief Financial
Officer
On May
10, 2021, following Mr. Allen’s resignation and appointment
on the Board, Matthew Montesano was appointed as Chief Financial
Officer of the Company.
Since
2014, Mr. Montesano has served as Chief Financial Officer of
Charlie’s Chalk Dust, LLC, the Company’s largest and
most profitable operating division. Beginning in 2019, he also
began serving as the Chief Financial Officer of Don Polly, LLC, the
Company’s hemp-derived products division. Prior to joining
the Company, Mr. Montesano worked for L’Oreal USA in a
variety of corporate finance positions for the company’s
Professional Products and Salon Centric divisions. Prior to
L’Oreal USA, Mr. Montesano worked for KeyBanc Capital Markets
as an investment banker where he focused on debt, equity and merger
and acquisitions transactions in the industrials
space.
Mr.
Montesano’s salary as Chief Financial Officer will be
$225,000 per year (“Base
Salary”), with the potential of earning 20% of his
Base Salary at the discretion of the Board. There are no familial
relationships between Mr. Montesano and any director or executive
officer of the Company, and there are no related party transactions
between the Company and Mr. Montesano that would require disclosure
under Item 404(a) of Regulation S-K under the Securities and
Exchange Act of 1934, as amended.
A copy
of the press release announcing Mr. Allen’s resignation and
appointment, and the appointment of Mr. Montesano is attached to
this Current Report on Form 8-K as Exhibit 99.1.
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:
May 13, 2021
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By:
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/s/
Matthew P. Montesano
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Matthew
P. Montesano
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Chief
Financial Officer
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Exhibit Index
Exhibit No.
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Description
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Press
Release issued by Charlie’s Holdings, Inc., dated May 13,
2021
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