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):  May 10, 2021

Commission File Number:  001-32420

Charlie's Holdings, Inc.

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

Nevada	84-1575085
(State<br>or other jurisdiction of incorporation or<br>organization)	(IRS<br>Employer Identification No.)

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:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
N/A	CHUC	N/A

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

Resignation of David Allen as Chief Financial Officer; Appointment to Board of Directors

Effective May 10, 2021, David Allen resigned from his position as Chief Financial Officer of Charlie’s Holdings, Inc. (the “Company”), and was concurrently appointed to fill one of two current vacancies on the Company’s Board of Directors (the “Board”). Mr. Allen will serve on the Board until the next annual meeting of stockholders of the Company, or until his successor is elected and qualified. Mr. Allen’s resignation was not due to any disagreements with respect to the Company’s operations, policies, or practices.

As compensation for serving as a director, Mr. Allen will be entitled to compensation pursuant to the Company’s Director Compensation Plan, which currently provides that non-employee directors receive (a) a $60,000 annual retainer, payable in equal monthly installments in cash and (b) reimbursement for expenses related to Board meeting attendance and committee participation. In addition, directors receive a one-time grant of an option to purchase 25.0 million shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at an exercise price equal to the closing price of the Company’s Common Stock on the date of issuance, as reported on the OTC Pink Market.

For Mr. Allen’s biography, please see the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on April 5, 2021.

Appointment of Matt Montesano as Chief Financial Officer

On May 10, 2021, following Mr. Allen’s resignation and appointment on the Board, Matthew Montesano was appointed as Chief Financial Officer of the Company.

Since 2014, Mr. Montesano has served as Chief Financial Officer of Charlie’s Chalk Dust, LLC, the Company’s largest and most profitable operating division. Beginning in 2019, he also began serving as the Chief Financial Officer of Don Polly, LLC, the Company’s hemp-derived products division. Prior to joining the Company, Mr. Montesano worked for L’Oreal USA in a variety of corporate finance positions for the company’s Professional Products and Salon Centric divisions. Prior to L’Oreal USA, Mr. Montesano worked for KeyBanc Capital Markets as an investment banker where he focused on debt, equity and merger and acquisitions transactions in the industrials space.

Mr. Montesano’s salary as Chief Financial Officer will be $225,000 per year (“Base Salary”), with the potential of earning 20% of his Base Salary at the discretion of the Board. There are no familial relationships between Mr. Montesano and any director or executive officer of the Company, and there are no related party transactions between the Company and Mr. Montesano that would require disclosure under Item 404(a) of Regulation S-K under the Securities and Exchange Act of 1934, as amended.

A copy of the press release announcing Mr. Allen’s resignation and appointment, and the appointment of Mr. Montesano is attached to this Current Report on Form 8-K as Exhibit 99.1.

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.

	Charlie's Holdings, Inc.
Date:  <br>May 13, 2021	By:	/s/<br>Matthew P. Montesano
		Matthew<br>P. Montesano
		Chief<br>Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press<br>Release issued by Charlie’s Holdings, Inc., dated May 13,<br>2021

ex99-1

Exhibit 99.1

Charlie’s Holdings Names Matt Montesano CFO and Appoints David Allen to the Board of Directors

Costa Mesa, CA – May 13, 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, announced today that Matt Montesano has been appointed Chief Financial Officer effective May 10, 2021. The Company also announced that David Allen, the Company’s former CFO, will step down from his daily management duties and will now serve on Charlie’s Board of Directors.

Since 2014, Matt Montesano has served as the CFO of Charlie’s Chalk Dust, the Company’s largest and most profitable operating division; beginning in 2019, he also served as the CFO of Don Polly, the Company’s hemp-derived products division. Mr. Montesano has extensive experience in financial and operational strategy, control system implementation, and all aspects of financial and SEC reporting. Prior to joining Charlie’s, Montesano worked for L’Oreal USA in a variety of corporate finance positions for the company’s Professional Products and Salon Centric divisions. Earlier, Mr. Montesano worked for KeyBanc Capital Markets as an investment banker where he focused on debt, equity and merger and acquisitions transactions in the industrials space.

“We are very pleased to name Matt Montesano our new Chief Financial Officer at this exciting juncture in our Company’s history. Matt helped create, and is already leading implementation of, the Company’s strategic plan” said Brandon Stump, Chief Executive Officer and Chairman of the Board of Charlie’s. “Matt’s extensive and proven leadership capabilities, his financial acumen, capital markets knowledge, and his experience overseeing the Company’s regulatory investments make him the ideal executive to assume the role of Charlie’s Holdings’ Chief Financial Officer.”

Mr. Stump continued, “We are also pleased to announce that the Board of Directors has unanimously voted to appoint David Allen to fill one of the two vacant seats on the Board of Directors of Charlie’s. Having served as Charlie’s CFO since we became a publicly traded company through a share exchange in April 2019, David Allen brings more than 24 years of experience as the Chief Financial Officer of public companies. Now, as he steps back from day-to-day management responsibilities, we are very pleased that Dave has agreed to join Charlie’s Board. We are confident that in this new role Dave will continue to provide excellent guidance and counsel to the executive management team and he will contribute substantially in the next chapter of Charlie’s growth.”

Prior to joining Charlie’s, Dave Allen served as Chief Financial Officer of Iconic Brands, Inc. (OTCQB: ICNB). Prior to that, from December 2014 to January 2018, Mr. Allen served as the Chief Financial Officer of WPCS International, Inc., a design-build engineering firm focused on the deployment of wireless networks and related services. From June 2006 to June 2013, Mr. Allen served as the Chief Financial Officer and Executive Vice President of Administration at Converted Organics, Inc., a company organized to convert food waste into organic fertilizer. In June 2019, Mr. Allen was appointed to the Board of Directors and serves as audit committee chairman of MariMed, Inc. (OTC: MRMD).

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 June 2019, Don Polly creates brands and products in the hemp-derived marketplace aimed to meet the needs of the ever-evolving wellness consumer. Don Polly's premium quality CBD products derive from single-origin-sourced hemp and are processed in a proprietary air extraction facility.

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 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-K, Form 10-Q 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: 949-418-4020