Charlie's Holdings, Inc. Files 8-K with Key Agreements

TL;DR

Charlie's Holdings (CHUC) filed an 8-K on 5/31 detailing material agreements and financial statements.

AI Summary

On May 31, 2024, Charlie's Holdings, Inc. entered into a Material Definitive Agreement, the specifics of which are detailed within the filing. The company also reported on Unregistered Sales of Equity Securities and filed Financial Statements and Exhibits. This filing follows a period of corporate name changes, with the company formerly known as True Drinks Holdings, Inc., BAZI INTERNATIONAL, INC., and XELR8 HOLDINGS, INC.

Why It Matters

This 8-K filing indicates significant corporate activity, including definitive agreements and financial disclosures, which could impact the company's strategic direction and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Charlie's Holdings, Inc. (company) — Registrant
• True Drinks Holdings, Inc. (company) — Former Company Name
• BAZI INTERNATIONAL, INC. (company) — Former Company Name
• XELR8 HOLDINGS, INC. (company) — Former Company Name
• May 31, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — 0 shares of its common stock, par value $0.001 per share, at a purchase price per shar
• $0.08 — share, at a purchase price per share of $0.08 (the "Offering"). The Offering generate
• $1.63 m — roceeds to the Company of approximately $1.63 million, which will be used for working c

Filing Documents

• chuc20240531_8k.htm (8-K) — 19KB
• ex_682512.htm (EX-10.1) — 41KB
• 0001437749-24-018949.txt ( ) — 186KB
• chuc-20240531.xsd (EX-101.SCH) — 3KB
• chuc-20240531_def.xml (EX-101.DEF) — 10KB
• chuc-20240531_lab.xml (EX-101.LAB) — 14KB
• chuc-20240531_pre.xml (EX-101.PRE) — 10KB
• chuc20240531_8k_htm.xml (XML) — 2KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. See Item 3.02 below, which is incorporated herein by reference.

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities On May 31, 2024, Charlie's Holdings, Inc. (the "Company") entered into subscription agreements with investors for the sale of an aggregate of 20,375,000 shares of its common stock, par value $0.001 per share, at a purchase price per share of $0.08 (the "Offering"). The Offering generated gross proceeds to the Company of approximately $1.63 million, which will be used for working capital purposes. The Offering was undertaken in reliance on Section 4(a)(2) under the Securities Act of 1933, as amended, as a transaction not involving a public offering. The foregoing description of the Offering does not purport to be complete, and is qualified in its entirety by reference to the full text of the form of subscription agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

01(d) Financial Statements and Exhibits

Item 9.01(d) Financial Statements and Exhibits. Exhibit 10.1 Form of Subscription Agreement Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: May 31, 2024 By: /s/ Ryan Stump Ryan Stump Chief Operating Officer

View Full Filing

View this 8-K filing on SEC EDGAR