8-K

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): February 12, 2020

Commission File Number: 001-32420

Charlie's Holdings, Inc.

(Exact name of registrant as specified in its charter.)

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:

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2020, the Board of Directors (the “Board”) of Charlie's Holdings, Inc. (the "Company"), entered into a form of Amended and Restated Employment Agreement with both Brandon Stump and Ryan Stump, the Company’s Chief Executive Officer and Chief Operating Officer, respectively (together the “Amended Employment Agreements”) effective February 12, 2020.

The terms of the Amended Employment Agreements have been amended as follows: (i) the annual equity awards based upon, among other conditions, the Company’s market capitalization and a percentage of base salary have been eliminated; however, the awards based on financial milestones remain in full force and effect; and (ii) payment of the 2019 bonuses have been deferred, resulting in the accrual of such bonuses on the books and records of the Company. All other terms of the respective Employment Agreements for Messrs. Stump and Stump will remain in full force and effect subject to further review by the Board as it deems necessary and appropriate.

A copy of the Amended Employment Agreements for Messrs Brandon and Ryan Stump are attached to this Current Report as Exhibits 10.1 and 10.2, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

Blueprint

Exhibit 10.1

Amendment to Employment Agreement

This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Addendum”), is entered into as of February 12, 2020, by and between Charlie’s Holdings, Inc., a Nevada corporation (f/k/a True Drink Holdings, Inc., hereinafter the “Company”), and Brandon Stump (“Executive”).

WHEREAS, the Company and Executive previously entered into an Employment Agreement dated April 26, 2019 (the “Agreement”);

WHEREAS, the regulatory environment and the Company’s market capitalization have changed materially from what was anticipated when the parties entered into the Agreement; and

WHEREAS, the Company and Executive desire to amend certain terms of the Agreement, as more particularly set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and Addendums herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Equity Awards. The Market Capital Milestones set forth in Exhibit A to the Agreement, and the Stock Compensation set forth in Exhibit B to the Agreement as the same relate to annual awards based on 50% of the Executive’s base salary, are deleted in their entirety. The Financial Milestones set forth in Exhibit A shall remain in full force and effect. The parties agree and acknowledge that, as a result of the foregoing, the equity compensation owed, owing or to be issued to the Executive as a result of the achievement of the Market Capitalization Milestones, or annual awards based on 50% of the Executive’s base salary, are void, and shall terminate and be of no force and effect.

2. Cash Bonus. The parties shall defer payment of the Annual Bonus for 2019 as calculated by Section 3(b) to December 31, 2020, which Annual Bonus shall accrue on the books and records of the Company.

3. Acknowledgement. The Company acknowledges that the changes to the Executive’s compensation herein, reflect a significant waiver of potential compensation by the Executive being made as an accommodation to the Company. Accordingly, and without any assurances, the Company will consider these accommodations in any future negotiation or grant of equity compensation to the Executive and agrees that discussion on a new contract will occur in 2020.

4. No Modification. Except as specifically set forth herein the Agreement remains in full force and effect without any changes or modifications.

5. Incorporation. The provisions of Sections 15-24 of the Agreement are hereby incorporated herein.

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IN WITNESS WHEREOF, the parties have executed this Addendum effective on the date and year first above written.

Blueprint

Exhibit 10.2

Amendment to Employment Agreement

This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Addendum”), is entered into as of February 12, 2020, by and between Charlie’s Holdings, Inc., a Nevada corporation (f/k/a True Drink Holdings, Inc., hereinafter the “Company”), and Ryan Stump (“Executive”).

WHEREAS, the Company and Executive previously entered into an Employment Agreement dated April 26, 2019 (the “Agreement”);

WHEREAS, the regulatory environment and the Company’s market capitalization have changed materially from what was anticipated when the parties entered into the Agreement; and

WHEREAS, the Company and Executive desire to amend certain terms of the Agreement, as more particularly set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and Addendums herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Equity Awards. The Market Capital Milestones set forth in Exhibit A to the Agreement, and the Stock Compensation set forth in Exhibit B to the Agreement as the same relate to annual awards based on 50% of the Executive’s base salary, are deleted in their entirety. The Financial Milestones set forth in Exhibit A shall remain in full force and effect. The parties agree and acknowledge that, as a result of the foregoing, the equity compensation owed, owing or to be issued to the Executive as a result of the achievement of the Market Capitalization Milestones, or annual awards based on 50% of the Executive’s base salary, are void, and shall terminate and be of no force and effect.

2. Cash Bonus. The parties shall defer payment of the Annual Bonus for 2019 as calculated by Section 3(b) to December 31, 2020, which Annual Bonus shall accrue on the books and records of the Company.

3. Acknowledgement. The Company acknowledges that the changes to the Executive’s compensation herein, reflect a significant waiver of potential compensation by the Executive being made as an accommodation to the Company. Accordingly, and without any assurances, the Company will consider these accommodations in any future negotiation or grant of equity compensation to the Executive and agrees that discussion on a new contract will occur in 2020.

4. No Modification. Except as specifically set forth herein the Agreement remains in full force and effect without any changes or modifications.

5. Incorporation. The provisions of Sections 15-24 of the Agreement are hereby incorporated herein.

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IN WITNESS WHEREOF, the parties have executed this Addendum effective on the date and year first above written.