Charlie's Holdings Files 8-K on Accountant Change & Shareholder Vote

TL;DR

Charlie's Holdings (CHUC) filed an 8-K for accountant change and shareholder vote. Keep an eye on this.

AI Summary

Charlie's Holdings, Inc. filed an 8-K on June 28, 2024, reporting changes in its certifying accountant and the submission of matters to a vote of security holders as of June 26, 2024. The company, formerly known as True Drinks Holdings, Inc., is incorporated in Nevada and has its principal business address in Costa Mesa, California.

Why It Matters

This filing signals potential changes in the company's financial oversight and governance, which could impact investor confidence and future financial reporting.

Risk Assessment

Risk Level: low — The filing is procedural and does not disclose any immediate financial distress or significant negative events.

Key Players & Entities

• Charlie's Holdings, Inc. (company) — Registrant
• True Drinks Holdings, Inc. (company) — Former Company Name
• June 26, 2024 (date) — Date of earliest event reported
• June 28, 2024 (date) — Filing Date
• Nevada (jurisdiction) — State of Incorporation
• Costa Mesa, California (location) — Principal Business Address

FAQ

Filing Documents

• chuc20240628_8k.htm (8-K) — 40KB
• 0001437749-24-021549.txt ( ) — 159KB
• chuc-20240626.xsd (EX-101.SCH) — 3KB
• chuc-20240626_def.xml (EX-101.DEF) — 10KB
• chuc-20240626_lab.xml (EX-101.LAB) — 14KB
• chuc-20240626_pre.xml (EX-101.PRE) — 10KB
• chuc20240628_8k_htm.xml (XML) — 2KB

01(b) Changes in Registrant ' s Certifying Accountant

Item 4.01(b) Changes in Registrant ' s Certifying Accountant. On June 28, 2024, the Audit Committee of the Board of Directors of Charlie's Holdings, Inc. (the "Company") engaged the independent accounting firm Urish Popeck & Co., LLC to serve as its independent certified public accounting firm effective immediately. During the two most recent fiscal years and through the date of this Current Report on Form 8-K, neither the Company nor anyone on its behalf consulted with Urish Popeck & Co., LLC regarding any of the following: 1. The application of accounting principles to a specific transaction, either completed or proposed; 2. The type of audit opinion that might be rendered on the Company's financial statements, and none of the following was provided to the Company: (a) a written report, or (b) oral advice that Urish Popeck & Co., LLC concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or 3. Any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K; or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the 2024 Annual Meeting of Stockholders of the Company held on June 26, 2024 (the "Annual Meeting"), the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in the Company's definitive proxy statement for the Annual Meeting, which was filed on April 29, 2024. Proposal 1 – Election of Directors The Company's stockholders elected the following nominees for director to serve a one-year term ending at the 2025 Annual Meeting of Stockholders and until such director's successor is duly elected or appointed and qualified or, if earlier, such director's earlier death, resignation or removal: Nominee For Withhold Broker Non-Votes Ryan Stump 111,830,688 8,734,470 16,101,210 Scot Cohen 119,134,387 1,430,771 16,101,210 Jeffrey Fox 118,567,731 1,997,427 16,101,210 Dr. Edward Carmines 111,835,688 8,729,470 16,101,210 Michael King 118,567,856 1,997,302 16,101,210 Proposal 2 – To Approve an Advisory Resolution on Executive Compensation The Company's stockholders approved an advisory resolution approving the Company's 2023 executive compensation as reported in its proxy statement by the following vote: For Against Abstentions Broker Non-Votes 117,110,693 2,031,019 1,423,446 16,101,210 Proposal 3 – To Approve a Reverse Stock Split The Company's stockholders approved a proposal to, in order to facilitate an up-list to a national securities exchange, grant discretionary authority to the Board to (i) combine outstanding shares of our common stock into a lesser number of outstanding shares at a specific ratio within a range of 1-for-3 to a maximum of a 1-for-10 split, with the exact ratio to be determined by the Board in its sole discretion; and (ii) effect the Reverse Split, if at all, within two years of the d

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: June 28, 2024 By: /s/ Ryan Stump Ryan Stump Chief Operating Officer

View Full Filing

View this 8-K filing on SEC EDGAR