CHUC 8-K
Charlie's Holdings, Inc. (CHUC)
8-K
2021-06-16
For: 2021-06-14
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): June 14, 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 3.03 Material Modification to Rights of Security
Holders.
The
Board of Directors of Charlie’s Holdings, Inc., a Nevada
corporation (the “Company”), has approved a reverse
stock split of the Company’s authorized, issued and
outstanding shares of common stock, par value $0.001 per share (the
“Common
Stock”), at a ratio of 1-for-100 (the
“Reverse
Split”). The Reverse Split was effective as of June
16, 2021 (the “Effective
Date”).
Reason for the Reverse Stock Split
The
Company is effecting the Reverse Split in order to reduce the
number of issued shares of Common Stock to increase their
marketability to a wider range of investors, to qualify for listing
on the OTCQB, and to provide for a more manageable number of issued
and outstanding shares of Common Stock relative to the number that
existed prior to consummation of the Reverse Split.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number.
The
Reverse Split became effective and the Common Stock began trading
on a split-adjusted basis at the open of business on the Effective
Date. In connection with the Reverse Split, the CUSIP number for
the Common Stock changed to 160770A 200. The trading symbol for the
Company, "CHUC", remains unchanged; however, In accordance with
FINRA's procedures for reverse stock splits, the Company's Common
Stock 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".
Split Adjustment; Treatment of Fractional
Shares.
On the
Effective Date, the total number of shares of Common Stock held by
each stockholder of the Company was converted automatically into
the number of shares of Common Stock equal to the number of issued
and outstanding shares of Common Stock held by each such
stockholder immediately prior to the Reverse Split divided by 100.
The Company will issue one whole share of the post-Reverse Split
Common Stock to any stockholder who otherwise would have received a
fractional share as a result of the Reverse Split, determined at
the beneficial owner level by share certificate. As a result, no
fractional shares will be issued in connection with the Reverse
Split and no cash or other consideration will be paid in connection
with any fractional shares that would otherwise have resulted from
the Reverse Split. The Company intends to treat stockholders
holding shares of Common Stock in “street name” (that
is, held through a bank, broker or other nominee) in the same
manner as stockholders of record whose shares of Common Stock are
registered in their names. Banks, brokers or other nominees will be
instructed to effect the Reverse Split for their beneficial holders
holding shares of our Common Stock in “street name;”
however, these banks, brokers or other nominees may apply their own
specific procedures for processing the Reverse Split.
Also on
the Effective Date, all options, warrants and other convertible
securities of the Company outstanding immediately prior to the
Reverse Split will be adjusted by dividing the number of shares of
Common Stock into which the options, warrants and other convertible
securities are exercisable or convertible by 100 and multiplying
the exercise or conversion price thereof by 100, all in accordance
with the terms of the plans, agreements or arrangements governing
such options, warrants and other convertible securities and subject
to rounding to the nearest whole share.
Certificated and Non-Certificated Shares.
Stockholders who
are holding their shares in electronic form at brokerage firms do
not need to take any action, as the effect of the Reverse Split
will automatically be reflected in their brokerage
accounts.
Stockholders
holding paper certificates may (but are not required to) send the
certificates to the Company’s transfer agent and registrar,
Equiniti (“Equiniti”) at the address set
forth below. Equiniti will issue a new stock certificate reflecting
the Reverse Split to each requesting stockholder. Equiniti can be
contacted at (651) 306-4403.
Equiniti
1110
Centre Pointe Curve, Suite 101
Mendota
Heights, MN 55120
Attention:
Corporate Actions Departments
Nevada State Filing.
The
Company effected the Reverse Split as a result of the filing of a
Certificate of Change (the “Certificate”) with the Secretary
of State of the State of Nevada on June 14, 2021, in accordance
with Nevada Revised Statutes (“NRS”) Section 78.209. Under
Nevada law, no amendment to the Company’s Articles of
Incorporation was required in connection with the Reverse Split. A
copy of the Certificate is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
No Stockholder Approval Required.
Under
Nevada law, because the Reverse Split was approved by the Board of
Directors of the Company in accordance with NRS Section 78.207, no
stockholder approval is required. Pursuant to NRS Section 78.207,
the Company may effect the Reverse Stock Split without stockholder
approval if (i) both the number of authorized shares of the Common
Stock and the number of issued and outstanding shares of the Common
Stock are proportionally reduced as a result of the Reverse Split;
(ii) the Reverse Split does not adversely affect any other class of
stock of the Company; and, (iii) the Company does not pay money or
issue scrip to stockholders who would otherwise be entitled to
receive a fractional share as a result of the Reverse Split. As
described herein, the Reverse Split complies with such
requirements.
Capitalization.
The
Company was authorized to issue 50.0 billion shares of Common
Stock. As a result of the Reverse Split, the Company will be
authorized to issue 500.0 million shares of Common Stock. As of
June 15, 2021, there were 20,316,393,493 shares of Common Stock
outstanding. As a result of the Reverse Split, there will be
approximately 203,163,935 shares of Common Stock outstanding
(subject to adjustment due to the effect of rounding fractional
shares into whole shares). The Reverse Split will not have any
effect on the stated par value of the Common Stock.
The
Reverse Split does not affect the Company’s authorized
preferred stock. After the Reverse Split, the Company’s
authorized preferred Stock of 5,000,000 shares will remain
unchanged.
Immediately after
the Reverse Split, each stockholder’s percentage ownership
interest in the Company and proportional voting power will remain
virtually unchanged except for minor changes and adjustments that
will result from rounding fractional shares into whole shares. The
rights and privileges of the holders of shares of Common Stock will
be substantially unaffected by the Reverse Split.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The
information set forth in Item 3.03 of this Current Report on Form
8-K is hereby incorporated by reference into this Item 5.03. A copy
of the Certificate is filed as Exhibit 3.1 to this Current Report
on Form 8-K.
Item 7.01 Regulation FD Disclosure
On June
15, 2021, the Company issued a press release disclosing the Reverse
Split. A copy of the Company's press release is attached as Exhibit
99.1 to this Current Report on Form 8-K. The information in this
Current Report on Form 8-K under Item 7.01, including the
information contained in Exhibit 99.1, is being furnished to the
Securities and Exchange Commission, and shall not be deemed to be
“filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section, and shall not be deemed to be
incorporated by reference into any filing under the Securities Act
of 1933 or the Securities Exchange Act of 1934, except as shall be
expressly set forth by a specific reference in such
filing.
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:
June 16, 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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Certificate
of Change for Charlie’s Holdings, Inc., effective as of June
14, 2021
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Press
Release, issued by Charlie's Holdings, Inc., dated June 15,
2021
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Exhibit 3.1
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:
Phone: 949-570-0691