Attached files
| file | filename |
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| EX-3 - CERTIFICATE OF CHANGE - Charlie's Holdings, Inc. | ex3-1.htm |
| 8-K - CURRENT REPORT - Charlie's Holdings, Inc. | chuc8k_june162021.htm |
Exhibit 99.1
Charlie's
Holdings Announces Reverse Stock Split
Uplisting to a National Exchange is the Company’s
Objective
Costa Mesa, CA – June 15, 2021 – Accesswire –
Charlie’s Holdings, Inc. (OTC Pink: CHUC) (“Charlie’s” or the
“Company”), an
industry leader in both the premium, nicotine-based, e-cigarette
space and the hemp-derived CBD wellness space, today announced
that the Company received
all the necessary regulatory approvals from the Financial Industry
Regulatory Authority ("FINRA")
to effectuate a reverse split of its issued and outstanding, and
authorized common stock (the "Shares")
on a 1 for 100 basis (the "Split").
The Split was unanimously approved by the Company's board of
directors.
The Split will be effective Wednesday, June 16, 2021. In accordance
with FINRA's procedures for reverse stock splits, the Shares
will trade on a post-split basis under the temporary symbol "CHUCD"
for 20 trading days to signify that the reverse stock split has
occurred, after which time
the symbol will revert back to "CHUC". Any fractional shares
resulting from the Split will be rounded up to the nearest whole
post-split share.
As of
June 14, 2021 there were 20,316,393,494 shares of Charlie’s
Holdings, Inc. common stock issued and outstanding. After the
Split, the number of shares issued and outstanding will be reduced
to approximately 203,163,935.
The
Split was executed as part of the Company's strategic plan to
improve its capital markets appeal to investors and to pursue its
longer term objective to “uplist” to a national
exchange. In the interim, the Company has applied to quote its
Common Stock on the OTCQB. The timing for the Split is supported by
(i) the expectation that the U.S. Food and Drug Administration
(“FDA”) will
ultimately grant the Company one or more marketing order(s) under
the FDA’s Premarket Tobacco Application (“PMTA”) regulatory pathway, (ii)
CHUC’s significantly improved balance sheet after Brandon
Stump, Chief Executive Officer, and Ryan Stump, Chief Operating
Officer, purchased $3.0 million of the Company’s common
stock; and (iii) projections that indicate the Company’s
revenue, relative to 2020, will grow for the fiscal year ending
December 31, 2021.
Ryan
Stump, Chief Operating
Officer of Charlie’s, explained, “While the Split
did not change Charlie’s market capitalization, we
believe the higher split-adjusted stock price is in the best
interest of our shareholders because it will broaden our audience
of investors, make it easier for shareholders to hold CHUC stock in
their brokerage accounts, and will, ultimately, enhance the
Company’s overall valuation.”
Additional Information for Shareholders
Charlie’s
shareholders who hold shares in brokerage accounts, also known as
holding the shares in "street name," will note that the number of
CHUC shares are automatically adjusted to reflect the number of
shares as adjusted by the Split. Shareholders of record who
hold physical stock certificates will receive letters of
transmittal from the the Company’s transfer agent, Equiniti,
or they can call 800-468-9716 to get information on exchanging
their old stock certificates for new stock certificates reflecting
the adjusted number of shares as a result of the
Split.
About Charlie’s Holdings, Inc.
Charlie’s
Holdings, Inc. (OTC Pink: CHUC) is an industry leader in
both the premium, nicotine-based, e-cigarette space and the
hemp-derived, CBD wellness space through its subsidiary companies
Charlie's Chalk Dust, LLC and Don Polly, LLC. Charlie's Chalk
Dust produces high quality vapor products currently distributed in
more than 90 countries around the world. Charlie's Chalk Dust has
developed an extensive portfolio of brand styles, flavor profiles
and innovative product formats. Launched in 2019, Don Polly
creates brands and products in the hemp-derived marketplace aimed
to meet the needs of the ever-evolving wellness
consumer.
For
additional information, please visit our corporate website at:
CharliesHoldings.com and our
branded online websites: CharliesChalkDust.com and PachamamaCBD.com.
Safe Harbor Statement
This press release contains "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, including but not limited to
statements regarding the Company's overall business, existing and
anticipated markets and expectations regarding future sales and
expenses. Words such as "expect," "anticipate," "should,"
"believe," "target," "project," "goals," "estimate," "potential,"
"predict," "may," "will," "could," "intend," variations of these
terms or the negative of these terms and similar expressions are
intended to identify these forward-looking statements.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond the Company's control. The Company's actual results
could differ materially from those stated or implied in
forward-looking statements due to a number of factors, including
but not limited to: the Company's ability to quote its shares on
the OTCQB, and uplist onto a national exchange; successful increase
sales and enter new markets; the FDA’s decision with respect
to the Company’s PMTAs; the Company's ability to manufacture
and produce product for its customers; the Company's ability to
formulate new products; the acceptance of existing and future
products; the complexity, expense and time associated with
compliance with government rules and regulations affecting nicotine
and products containing cannabidiol; litigation risks from the use
of the Company's products; risks of government regulations; the
impact of competitive products; and the Company's ability to
maintain and enhance its brand, as well as other risk factors
included in the Company's most recent quarterly report on Form
10-Q, annual report on Form 10-K, and other SEC filings. These
forward-looking statements are made as of the date of this press
release and were based on current expectations, estimates,
forecasts and projections as well as the beliefs and assumptions of
management. Except as required by law, the Company undertakes no
duty or obligation to update any forward-looking statements
contained in this release as a result of new information, future
events or changes in its expectations.
Investors Contact:
IR@charliesholdings.com
Phone: 949-570-0691