Attached files
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| EX-10 - FORM OF DIVIDEND EXCHANGE AND WAIVER - 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): May 25, 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.
On May
25, 2021, Charlie’s Holdings, Inc. (the “Company”) entered into a Dividend
Waiver and Exchange Agreement (the “Exchange Agreement”), between the
Company and the holders (the “Series A Holders”) of its Series
A Convertible Preferred Stock, par value $0.001
(“Series A
Preferred”), pursuant to which the Company paid to the
Series A Holders total consideration of $1,649,986 (the
“Dividend
Amount”), which Dividend Amount was paid in the form
of 173,649,978 shares of the Company’s common stock, par
value $0.001 (“Common
Stock”), valued at $0.0044313 per share (the
“Shares”), and
$880,490.85 in cash.
The
Shares issued under the terms of the Exchange Agreement to the
Series A Holders (“Exchanging Holders”) were issued
in exchange for: (i) each Exchanging Holder’s rights to
receive a cash payment equal to such Exchanging Holder’s
respective portion of the Dividend Amount; and (ii) a covenant not
to pursue legal action against the Company for the Company’s
failure to pay the Dividend Amount when due (the
“Exchange”).
The Shares issued in connection with the Exchange reduced the
Dividend Amount payable in cash by $769,495.15. The Exchange was
undertaken pursuant to Sections 3(a)(9) and 4(2) promulgated under
the Securities Act of 1933, as amended.
The
foregoing description of the Exchange Agreement does not purport to
be complete, and is qualified in its entirety by reference to the
full text of the form of Exchange Agreement, attached to this
Current Report on Form 8-K as Exhibit 10.1, and incorporated by
reference herein.
Item 3.02 Unregistered Sale
of Equity
Securities
See
Item 1.01.
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 26, 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
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Exhibit No.
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Description
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Form
of Dividend Exchange and Waiver, dated May 25,
2021
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