Charlie's Holdings Completes 03 Life Sciences Acquisition
Ticker: CHUC · Form: 8-K · Filed: Aug 11, 2025 · CIK: 1134765
| Field | Detail |
|---|---|
| Company | Charlie'S Holdings, Inc. (CHUC) |
| Form Type | 8-K |
| Filed Date | Aug 11, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $1.0 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: acquisition, business-combination, financials
TL;DR
Charlie's Holdings just bought 03 Life Sciences, expanding into medicinal chemicals. Big move!
AI Summary
On August 7, 2025, Charlie's Holdings, Inc. announced the completion of its acquisition of 03 Life Sciences. The company also reported on matters submitted to a vote of security holders and filed financial statements and exhibits related to these events.
Why It Matters
This acquisition marks a significant expansion for Charlie's Holdings, Inc. into the medicinal chemicals and botanical products sector, potentially diversifying its revenue streams and market reach.
Risk Assessment
Risk Level: medium — Acquisitions carry inherent integration risks and the financial performance of the acquired entity will impact Charlie's Holdings.
Key Players & Entities
- Charlie's Holdings, Inc. (company) — Registrant
- 03 Life Sciences (company) — Acquired Entity
- August 7, 2025 (date) — Date of earliest event reported
- Nevada (jurisdiction) — State of incorporation
FAQ
What was the primary purpose of this 8-K filing?
This 8-K filing was made to report on the entry into a material definitive agreement, the completion of an acquisition or disposition of assets, the submission of matters to a vote of security holders, and the filing of financial statements and exhibits.
What is the name of the company that Charlie's Holdings, Inc. acquired?
Charlie's Holdings, Inc. acquired 03 Life Sciences.
On what date was the earliest event reported in this filing?
The earliest event reported in this filing occurred on August 7, 2025.
In which state is Charlie's Holdings, Inc. incorporated?
Charlie's Holdings, Inc. is incorporated in Nevada.
What is the Standard Industrial Classification code for Charlie's Holdings, Inc.?
The Standard Industrial Classification code for Charlie's Holdings, Inc. is MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833].
Filing Stats: 703 words · 3 min read · ~2 pages · Grade level 11.4 · Accepted 2025-08-11 07:30:11
Key Financial Figures
- $1.0 million — ase price for the Additional Assets was $1.0 million paid at closing. The foregoing descrip
Filing Documents
- chuc20250810_8k.htm (8-K) — 37KB
- ex_850757.htm (EX-10.1) — 3KB
- page01.jpg (GRAPHIC) — 414KB
- page02.jpg (GRAPHIC) — 558KB
- page03.jpg (GRAPHIC) — 66KB
- page04.jpg (GRAPHIC) — 68KB
- page05.jpg (GRAPHIC) — 219KB
- 0001437749-25-025812.txt ( ) — 1985KB
- chuc-20250807.xsd (EX-101.SCH) — 3KB
- chuc-20250807_def.xml (EX-101.DEF) — 10KB
- chuc-20250807_lab.xml (EX-101.LAB) — 14KB
- chuc-20250807_pre.xml (EX-101.PRE) — 10KB
- chuc20250810_8k_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. See Item 2.01 below, which is incorporated herein by reference.
01 Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets. On August 8, 2025, Charlie's Holdings, Inc. (the "Company") entered into and closed on an Amendment to the Asset Purchase Agreement (the "Amendment") with R. J. Reynolds Vapor Company (the "Buyer") pursuant to which the Buyer purchased one additional PACHA synthetic product and related asset (the "Additional Assets") that are covered by a premarket tobacco application ("PMTA") first submitted by the Company in 2022, bringing the total purchased by the Buyer to sixteen. The purchase price for the Additional Assets was $1.0 million paid at closing. The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the form of Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. At the 2025 Annual Meeting of Stockholders of the Company held on August 7, 2025 (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. Proposal 1 – Election of Directors The Company's stockholders elected the following nominees for director to serve a one-year term ending at the 2026 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 158,815,552 87,703 19,510,657 Scot Cohen 149,306,624 9,596,631 19,510,657 Jeffrey Fox 149,286,959 9,616,296 19,510,657 Dr. Edward Carmines 158,794,723 108,532 19,510,657 Michael King 158,796,040 107,215 19,510,657 Proposal 2 – To Ratify the appointment of Urish Popeck & Co., LLC The Company's stockholders ratified the appointment of Urish Popeck & Co., LLC as our independent registered certified public accounting firm for fiscal year 2025 by the following vote: For Against Abstentions Broker Non-Votes 178,154,013 50,530 209,369 0
01(d) Financial Statements and Exhibits
Item 9.01(d) Financial Statements and Exhibits. Exhibit 10.1 Form of Amendment to Asset Purchase Agreement with R. J. Reynolds Vapor Company 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: August 11, 2025 By: /s/ Ryan Stump Ryan Stump Chief Operating Officer