CHUC 8-K
Charlie's Holdings, Inc. (CHUC)
8-K
2021-05-13
For: 2021-05-10
View Original
Added on
April 06, 2026
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.)
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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 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.
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Charlie's Holdings, Inc.
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Date:
May 13, 2021
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By:
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/s/
Matthew P. Montesano
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Matthew
P. Montesano
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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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Press
Release issued by Charlie’s Holdings, Inc., dated May 13,
2021
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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:
Phone: 949-418-4020