Attached files
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| EX-99.1 - PRESS RELEASE - Charlie's Holdings, Inc. | chuc_ex991.htm |
| EX-10.1 - AMENDMENT NO. 1 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): August 27, 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
August 27, 2020, the Board of Directors (the “Board”) of Charlie's Holdings,
Inc. (the "Company"),
entered into that certain Amendment No. 1 to Secured Promissory
Note and Security Agreement (the “Amended Note”), by and between
the Company and Red Beard Holdings, LLC (“Red Beard”). The terms of the
Amended Note held by Red Beard have been amended as follows (i) the
principal under the Amended Note was increased from $750,000 to
$1,400,000 and (ii) the guaranteed minimum interest due upon
maturity of the Amended Note was increased from $75,000 to
$100,000. All other terms of the respective Amended Note remain in
full force and effect.
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective August
31, 2020, Mitch Brantley resigned from his position as Chief
Marketing Officer of the Company. Mr. Brantley, who has served as
Chief Marketing Officer since 2019, has resigned to pursue other
interests.
Item 8.01 Other Events.
On
August 31, 2020, the Company issued a press release which is
attached hereto as Exhibit 99.1 to this Current Report on Form
8-K.
The information in this report shall not be treated as
“filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference into any registration statement or other
document pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, except as expressly stated by specific
reference in such filing.
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:
September 1, 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. 1 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, Dated August 27,
2020
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Press
Release, dated August 31, 2020
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