SC 13G/A: Charlie's Holdings, Inc.

AI Summary

SC 13G/A filing by Charlie's Holdings, Inc..

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti

Filing Documents

• c110510_sch13ga.htm (SC 13G/A) — 96KB
• 0000930413-24-003125.txt ( ) — 97KB

(a)

ITEM 1. (a) Name of Issuer: Charlie’s Holdings, Inc. (the “Issuer”) (b) Address of Issuer’s Principal Executive Offices: 1007 Brioso Drive Costa Mesa, CA 92627

(a)

ITEM 2. (a) Name of Person Filing: Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of: Iroquois Capital Management L.L.C. (“Iroquois Capital”) Iroquois Master Fund Ltd. (“Iroquois Master Fund”) Iroquois Capital Investment Group LLC (“ICIG”) Kensington Investment Partners LLC (“Kensington”) Richard Abbe Kimberly Page (b) Address or Principal Business Office: The address for each of the Reporting Persons 2 Overhill Road, Scarsdale, NY 10583. (c) Citizenship of each Reporting Person is: Iroquois Master Fund is organized in the Cayman Islands. Mr. Abbe and Ms. Page are citizens of the United States of America. Each of the other reporting persons is organized under the laws of the state of Delaware. (d) Title of Class of Securities: Common Stock, par value $0.001 per share (the “Common Stock”). (e) CUSIP Number: None ITEM 3. Not applicable. CUSIP No. Schedule 13G Page 8 of 11

O wnership

ITEM 4. O wnership . (a-c) The ownership information presented below represents beneficial ownership of shares of Common Stock of the Issuer by the Reporting Persons as of the date hereof, based upon 229,227,388 shares of Common Stock outstanding as of August 19, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 19, 2024. Reporting Person Amount beneficially owned Percent of class: Sole power to vote or to direct the vote: Shared power to vote or to direct the vote: Sole power to dispose or to direct the disposition of: Shared power to dispose or to direct the disposition of: Iroquois Capital Management L.L.C. 2,024,315 0.9% 0 2,024,315 0 2,024,315 Iroquois Master Fund Ltd. 2,024,315 0.9% 0 2,024,315 0 2,024,315 Iroquois Capital Investment Group LLC 10,052,158 4.4% 0 10,052,158 0 10,052,158 Kensington Investment Partners LLC 2,000 * 0 2,000 0 2,000 Richard Abbe 12,078,473 5.3% 0 12,078,473 0 12,078,473 Kimberly Page 2,024,315 0.9% 0 2,024,315 0 2,024,315 * Represents less than 0.1% The amounts reflected in the table above includes: (a) 10,052,158 shares of Common Stock held of record by ICIG, (b) 2,024,315 shares of Common Stock held of record by Iroquois Master Fund, and (c) 2,000 shares of Common Stock held of record by Kensington. Mr. Abbe is the President of Iroquois Capital, which is the investment advisor for Iroquois Master Fund. Mr. Abbe and Ms. Page are the directors of Iroquois Master Fund. As such, each of Mr. Abbe and Ms. Page may be deemed to share beneficial ownership of the securities beneficially owned by Iroquois Master Fund. Mr. Abbe is also the manager of each of ICIG and Kensington. As such, Mr. Abbe may also be deemed to share beneficial ownership of the securities held by ICIG and Kensington. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common

Ownership of Five Percent or Less of a Class

ITEM 5. Ownership of Five Percent or Less of a Class. Not applicable.

Ownership of More Than Five Percent on Behalf of Another Person

ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable. CUSIP No. Schedule 13G Page 9 of 11

Identification and Classification of the Subsidiary which Acquired the Security Being Reported

ITEM 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable.

Identification and Classification of Members of the Group

ITEM 8. Identification and Classification of Members of the Group. Not applicable.

Notice of Dissolution of Group

ITEM 9. Notice of Dissolution of Group. Not applicable.

Certification

ITEM 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. CUSIP No. Schedule 13G Page 10 of 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date :November 12, 2024 Iroquois Capital Management LLC By: /s/ Richard Abbe Name: Richard Abbe Title: President Iroquois Master Fund Ltd. By: /s/ Richard Abbe Name: Richard Abbe Title: Director Iroquois Capital Investment Group LLC By: /s/ Richard Abbe Name: Richard Abbe Title: Manager Kensington Investment Partners LLC By: /s/ Richard Abbe Name: Richard Abbe Title: Manager Richard Abbe /s/ Richard Abbe Kimberly Page /s/ Kimberly Page CUSIP No. Schedule 13G Page 11 of 11 LIST OF EXHIBITS Exhibit No. Description 99 Joint Filing Agreement (previously filed).

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