Charlie's Holdings Enters Material Agreement

TL;DR

CHUC filed an 8-K for a material agreement on unregistered equity sales.

AI Summary

Charlie's Holdings, Inc. (CHUC) entered into a Material Definitive Agreement on November 22, 2024, related to unregistered sales of equity securities. The company, formerly known as True Drinks Holdings, Inc., is incorporated in Nevada and operates in the medicinal chemicals & botanical products sector.

Why It Matters

This filing indicates a significant transaction involving equity securities, which could impact the company's capital structure and shareholder value.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes indicate financial distress or dilution, requiring further investigation.

Key Numbers

• 001-32420 — Commission File Number (Identifies the company's SEC filing history)
• 84-1575085 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• Charlie's Holdings, Inc. (company) — Registrant
• November 22, 2024 (date) — Date of earliest event reported
• True Drinks Holdings, Inc. (company) — Former company name
• Nevada (jurisdiction) — State of incorporation
• 1007 Brioso Drive, Costa Mesa, CA 92627 (address) — Business and mailing address

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
• $550,000 — roceeds to the Company of approximately $550,000, which will be used for working capital

Filing Documents

• chuc20241126_8k.htm (8-K) — 20KB
• ex_752809.htm (EX-10.1) — 41KB
• 0001437749-24-036295.txt ( ) — 188KB
• chuc-20241122.xsd (EX-101.SCH) — 3KB
• chuc-20241122_def.xml (EX-101.DEF) — 10KB
• chuc-20241122_lab.xml (EX-101.LAB) — 14KB
• chuc-20241122_pre.xml (EX-101.PRE) — 10KB
• chuc20241126_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 November 22, 2024, Charlie's Holdings, Inc. (the "Company") entered into subscription agreements with investors for the sale of an aggregate of 6,875,000 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 $550,000, 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: November 26, 2024 By: /s/ Ryan Stump Ryan Stump Chief Operating Officer

View Full Filing

View this 8-K filing on SEC EDGAR