Charlie's Holdings, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Charlie's Holdings, Inc. (CHUC) has submitted its 2023 10-K filing, detailing its operations and financial status for the fiscal year ending December 31, 2023.</b>

AI Summary

Charlie's Holdings, Inc. (CHUC) filed a Annual Report (10-K) with the SEC on April 15, 2024. Charlie's Holdings, Inc. (CHUC) filed its 10-K for the fiscal year ending December 31, 2023. The company was formerly known as True Drinks Holdings, Inc., BAZI INTERNATIONAL, INC., and XELR8 HOLDINGS, INC. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal business address is 1007 BRIOSO DR., COSTA MESA, CA 92627. The SIC code for the company is 2833 - MEDICINAL CHEMICALS & BOTANICAL PRODUCTS.

Why It Matters

For investors and stakeholders tracking Charlie's Holdings, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Charlie's Holdings' financial performance and operational activities for the 2023 fiscal year, which is crucial for investors to assess the company's current standing and future prospects. Understanding the company's historical name changes and its SIC code provides context for its business evolution and industry classification within the medicinal chemicals and botanical products sector.

Risk Assessment

Risk Level: low — Charlie's Holdings, Inc. shows low risk based on this filing. The filing is a standard 10-K annual report, which typically contains routine financial and operational information without immediate, significant market-moving news.

Analyst Insight

Review the full 10-K filing for detailed financial statements, management discussion, and risk factors to form an investment thesis.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-04-15 — Filing Date (Date of submission)
• 2833 — SIC Code (Medicinal Chemicals & Botanical Products)
• NV — State of Incorporation (Nevada)

Key Players & Entities

• Charlie's Holdings, Inc. (company) — Filer name
• CHUC (company) — Ticker symbol
• True Drinks Holdings, Inc. (company) — Former company name
• BAZI INTERNATIONAL, INC. (company) — Former company name
• XELR8 HOLDINGS, INC. (company) — Former company name
• 2023-12-31 (date) — Fiscal year end
• 2024-04-15 (date) — Filing date
• 2833 (industry) — Standard Industrial Classification

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-04-15: Filing Date — Date Charlie's Holdings, Inc. submitted its 10-K.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This filing provides the official annual financial and operational overview for Charlie's Holdings, Inc.)

SIC Code

Standard Industrial Classification code, used to classify businesses based on their primary activity. (Identifies Charlie's Holdings, Inc. as operating within the 'Medicinal Chemicals & Botanical Products' industry.)

Key Financial Figures

• $0.001 — nge on Which Registered Common Stock ($0.001 par value) CHUC OTC Markets Indica
• $0.10 — lion based on a closing market price of $0.10 per share, as reported on the OTCQB Ven

Filing Documents

• chuc20231231_10k.htm (10-K) — 1326KB
• ex_650833.htm (EX-4.3) — 4KB
• ex_653156.htm (EX-10.14) — 46KB
• ex_653155.htm (EX-19.1) — 33KB
• ex_650834.htm (EX-21.1) — 2KB
• ex_650835.htm (EX-23.1) — 3KB
• ex_650836.htm (EX-23.2) — 2KB
• ex_650837.htm (EX-31.1) — 8KB
• ex_650838.htm (EX-31.2) — 8KB
• ex_650839.htm (EX-32.1) — 4KB
• ex_650840.htm (EX-32.2) — 4KB
• ex_653155img001.jpg (GRAPHIC) — 8KB
• 0001437749-24-012061.txt (&nbsp;) — 6861KB
• chuc-20231231.xsd (EX-101.SCH) — 59KB
• chuc-20231231_def.xml (EX-101.DEF) — 443KB
• chuc-20231231_lab.xml (EX-101.LAB) — 377KB
• chuc-20231231_pre.xml (EX-101.PRE) — 477KB
• chuc-20231231_cal.xml (EX-101.CAL) — 57KB
• chuc20231231_10k_htm.xml (XML) — 979KB

Risk Factors

Risk Factors 15 Item 1B. Unresolved Staff Comments 27 Item 1C. Cybersecurity 27 Item 2.

Properties

Properties 28 Item 3.

Legal Proceedings

Legal Proceedings 28 Item 4. Mine Safety Disclosures 28 PART II Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29 Item 6. [Reserved] 29 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 30 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 39 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 39 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 39 Item 9A.

Controls and Procedures

Controls and Procedures 39 Item 9B. Other Information 40 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection 40 PART III Item 10. Directors, Executive Officers and Corporate Governance 40 Item 11.

Executive Compensation

Executive Compensation 43 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 43 Item 13. Certain Relationships, Related Transactions, and Director Independence 43 Item 14. Principal Accountant Fees and Services 43 PART IV Item 15. Exhibits, Financial Statement Schedules 44 Item 16. 10-K Summary 44

Signatures

Signatures 45 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains " forward-looking " statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbor created by those sections. We intend to identify forward-looking statements in this report by using words such as " believes " , " intends " , " expects " , " may " , " will " , " should " , " plan " , " projected " , " contemplates " , " anticipates " , " estimates " " predicts " , " potential " , " continue " or similar terminology. These statements are based on our beliefs as well as assumptions we made using information currently available to us. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Because these statements reflect our current views concerning future events, these statements involve risks, uncertainties, and assumptions. Actual future results may differ significantly from the results discussed in the forward-looking statements. These risks include changes in production and demand for our products, changes in the level of operating expense, our ability to expand our network of customers, changes in general economic conditions that impact consumer behavior and spending, product supply, the availability, amount, and cost of capital to us and our use of such capital, and other risks discussed in this report. Additional risks that may affect our performance are discussed below under the section entitled " Risk Factors " . PART I

DESCRIPTION OF BUSINESS

ITEM 1. DESCRIPTION OF BUSINESS As used in this Annual Report, unless otherwise stated or the context otherwise requires, references to the " Company ", " we ", " us ", " our " or similar references mean Charlie's Holdings, Inc. (formerly True Drinks Holdings, Inc.), its subsidiaries and consolidated variable interest entity on a consolidated basis. References to " Charlie ' s " and " CCD " refer to Charlie's Chalk Dust, LLC, a California limited liability company and wholly-owned subsidiary of the Company, and " Don Polly " refers to Don Polly, LLC, a Nevada limited liability company that is owned by an entity controlled by Ryan Stump, the Company's current Chief Operating Officer, and a consolidated variable interest for which the Company is the primary beneficiary. On April 26, 2019, the Company (then known as True Drinks Holdings, Inc.), entered into a Securities Exchange Agreement with each of the members of Charlie's on that date (the " Charlie ' s Members "), pursuant to which the Company acquired all outstanding membership interests beneficially owned by the Charlie's Members in exchange for certain units consisting of the Company's securities (the " Share Exchange "). As a result, Charlie's became a wholly owned subsidiary of the Company. Following the consummation of the Share Exchange, the primary business operations of the Company consisted of those of Charlie's and, more recently, Don Polly. Overview The Company's objective is to become a leader in three broad product categories: (i) non-combustible nicotine-related products, (ii) alternative alkaloid vapor products, and (iii) hemp-derived vapor and edible products. Through our Charlie's subsidiary, we formulate, market, and distribute premium, nicotine-based and alternative alkaloid vapor products. Charlie's products are produced through contract manufacturers for sale through select distributors, specialty retailers, and third-party online resellers throughout the United States, and in select in

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View this 10-K filing on SEC EDGAR