On November 25, 2019, Charlie's Chalk Dust, LLC ("CCD"), a wholly owned subsidiary of Charlie's Holdings, Inc. (the "Company") entered into a services agreement (the "Agreement") with Avail Vapor, LLC ("Avail") (together, the "Parties"), for the manufacturing of vapor products and to provide certain regulatory analysis, strategy and other consulting services in connection with regulation by the U.S. Food and Drug Administration ("FDA") of certain e-liquid products and vapor devices (collectively "Products").

Under the terms of the Agreement, either one of the Parties may terminate the Agreement for cause due to failure to perform its obligations thereunder, provided, however, CCD may terminate the Agreement immediately in the event of a change in the strategic course of the Company for reasons due to regulatory action by the FDA but will be subject to pay all accrued and unpaid amounts due to Avail for strategic services provided under the terms of the Agreement. Unless terminated sooner, the term of the Agreement will expire upon completion of the strategic services to be provided by Avail as described therein.

It is anticipated that the compensation to be paid by CCD for services provided by Avail under the Agreement will be approximately $4,440,000 which will be paid upon completion of services provided as described therein.

The foregoing summary of the Agreement does not purport to be a complete statement of the terms of such document and is qualified in its entirety by reference to the full text of the document, a copy of which is being filed with this Current Report on Form 8-K and is incorporated by reference herein.

See exhibit index.