UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): October 31, 2024

Charlotte’s Web Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

British Columbia

000-56364

98-1508633

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

700 Tech Court

Louisville, Colorado

80027

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (720) 617-7303

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 (see General Instructions A.2. below):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 5.02.

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

Effective October 31, 2024, Charlotte’s Web Holdings, Inc. (the “Company”) entered into a Retention Agreement with Erika Lind, the Company’s Chief Financial Officer. Under the Retention Agreement, Ms. Lind is eligible for an aggregate payment of $100,000, paid in equal quarterly installments beginning on the last payroll of Q1 2025 and ending on the last payroll of Q4 2025. Payouts are contingent upon the completion of the terms as outlined in the Retention Agreement. The description of the Retention Agreement and the payments contemplated thereby are not complete and are subject to, and qualified in their entirety by reference to, the actual agreement, a copy of which is filed with this Form 8-K as Exhibit 10.1, and the terms of which are incorporated herein by reference.

(d)

Exhibits:


Exhibit No.		Description

10.1†		Retention Agreement between from Charlotte’s Web Holdings, Inc. and Erika Lind, effective October 31, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document

† Indicates a management contract or compensatory plan or arrangement.

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 thereunto duly authorized.

	CHARLOTTE’S WEB HOLDINGS, INC.

Date: November 1, 2024	By:	/s/ Stephen Rogers
		Stephen Rogers
		Senior Vice President - General Counsel and Corporate Secretary

Exhibit 10.1

Retention Agreement

10/28/2024

Erika Lind

Sent via email Dear Erika:

This retention agreement establishes the terms between Charlotte's Web, Inc. and Erika Lind. The terms of this agreement will begin on the date this letter is signed by both parties.

Terms for Receipt of Retention Payment

You will continue to be employed as Chief Financial Officer, devoting your best professional efforts, time, and skill to the satisfactory performance of the duties outlined in your job description.

Retention Payment

You will be eligible for an aggregate payment of $100,000, paid in equal quarterly installments beginning on the last payroll of Q1 2025 and ending on the last payroll of Q4 2025. Payouts are contingent upon the completion of the terms set forth in this agreement.

These payments will be in accordance with the Company’s regular payroll practices, and the parties recognize that the Company will withhold from these payments applicable federal and state taxes, Federal Insurance Contributions Act (“F.I.C.A.”), and other standard payroll deductions.

Termination

Resignation or For Cause Termination - If you voluntarily resign or Charlotte's Web terminates your employment for cause before the end of the duration of this agreement, the obligations under this Agreement will immediately terminate.

Termination Without Cause, Death, or Disability - If your employment is terminated without cause, a prorated payment for the quarter will be paid.

Your employment remains at will and nothing in this agreement shall be interpreted to be in conflict with, eliminate or modify in any way your at-will employment status.

Governing Law

The validity, interpretation, and performance of this agreement shall, in all respects, be governed by the relevant laws of the state of Colorado.

Entire Agreement; Modification

This Agreement contains the entire understanding between the parties hereto concerning the subject matter contained herein and supersedes any prior written or oral agreements between the parties. No provision of this agreement may be modified, altered, or amended, except by collective agreement between Charlotte's Web, Inc. and you in writing.

Arbitration

By signing this agreement, you agree that any claims or disputes covered by this agreement or resulting from your employment during the term of the agreement must be submitted to binding arbitration and that this arbitration will be the only remedy for the resolution of any such claim or dispute. This promise to resolve claims by arbitration is equally binding upon both you and Charlotte's Web.

Any arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules. The parties shall share equally any administrative or tribunal costs of arbitration, and each party shall bear its own expenses.

If you accept the terms of this agreement, please sign below in the space provided.

Printed Name:	Erika Lind
Signature:	/Erika Lind/
Date:	10/29/2024

Sincerely,

/Mindy Garrison/

Mindy Garrison (Oct 31, 2024 10:49 MDT)

Mindy Garrison

Chief People Officer Charlotte's Web, Inc.