Attached files
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| EX-99.1 - ADDITIONAL EXHIBITS - Charlie's Holdings, Inc. | ex99-1.htm |
| EX-10.1 - EMPLOYMENT 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): April 1, 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.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On April 1, 2021,
the Board of Directors of Charlies Holdings, Inc. (the
"Company") entered into an
Employment Agreement (the "Agreement") with Henry Sicignano III,
MBA, pursuant to which the Company appointed Mr. Sicignano to serve
as President of the Company. A copy of the press release
announcing Mr. Sicignano’s appointment is attached to this
Current Report on Form 8-K as Exhibit 99.1.
Prior
to joining the Company, Mr. Sicignano, age 53, held multiple
positions, including Chief Executive Officer of 22nd Century Group,
Inc. (NYSE American: XXII), a plant-based biotechnology
company that is focused on tobacco harm reduction, very low
nicotine content tobacco, and hemp/cannabis research from March
2015 through July 2019. He also served as President and as a member
of the Board of Directors with 22nd Century from January 2011
through July 2019. In addition, from December 2014 to August 2018,
Mr. Sicignano served on the Board of Directors of Anandia
Laboratories, Inc., a cannabis-focused science company that was
sold to Aurora Cannabis (NYSE: ACB). Mr. Sicignano holds a B.A.
Degree in Government from Harvard College and an M.B.A. Degree from
Harvard University.
Pursuant to the
Agreement, Mr. Sicignano will serve as President for an initial
period of two years, renewable on an annual basis unless earlier
terminated by the Company or Mr. Sicignano. Mr. Sicignano's initial
base salary will be $200,000 (the "Base Salary"), until December 31, 2021,
at which such time the Base Salary will be increased on an annual
basis, in an amount to be determined by the Company. In addition,
Mr. Sicignano is also entitled to an annual cash bonus based upon
satisfactory achievement of personal performance objectives and
business performance objectives as may be determined by the
Company, and other customary benefits offered to similarly situated
employees of the Company.
In
addition, Mr. Sicignano will receive a one-time a restricted stock
award of 150.0 million restricted shares of the Company (the
"RSA"). The RSA will be no
longer subject to forfeiture as follows, subject to acceleration
upon certain events: (i) 75.0 million shares will no longer be
subject to forfeiture on April 1, 2022, and (ii) 75.0 million
shares will no longer be subject to forfeiture on April 1, 2023.
Further, the Agreement provides that the “unvested” RSA
will no longer be subject to forfeiture, as well as certain
severance payments, upon the occurrence of various events,
including, but not limited to termination of Mr. Sicignano’s
employment without Good Reason (as such term is defined in the
Agreement) and, in certain circumstances, upon a Change of Control
(as such term is defined in the Agreement).
The
preceding description of the Agreement does not purport to be
complete and, instead, is qualified in its entirety by reference to
the full text of the Agreement, a copy of which is attached to this
Current Report on Form 8-K as Exhibit 10.1 and is 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:
April 6, 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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Employment
Agreement, dated April 1, 2021, by and between Charlie's Holdings,
Inc. and Henry Sicignano
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Press
Release issued by Charlie’s Holdings, Inc., dated April 6,
2021
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