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| CIK | 1134765 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Charlie's Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE’S HOLDINGS, INC. (Exact Name of Regi |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on For |
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| August 11, 2025 |
Exhibit 10.1 |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2025 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| July 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE’S HOLDINGS, INC. (Exact Name of Reg |
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| June 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 3, 2025 |
Form of Amendment to Asset Purchase Agreement with R. J. Reynolds Vapor Company Exhibit 10.1 |
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| June 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 29, 2025 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| May 29, 2025 |
AMENDED AND RESTATED PROMISSORY NOTE Exhibit 10.16 AMENDED AND RESTATED PROMISSORY NOTE $400,000.00 April 28, 2025 THIS AMENDED AND RESTATED PROMISSORY NOTE (this ''Note") is effective as April 28, 2025 (the “Effective Date”) and is a duly authorized and validly issued joint and several promissory note of Charlie's Holdings, Inc., a Nevada corporation (the "Company"), with a principal place of business located at 1007 Brioso Drive, C |
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| May 29, 2025 |
INSIDER TRADING AND UNAUTHORIZED DISCLOSURE POLICY Exhibit 19.1 INSIDER TRADING AND UNAUTHORIZED DISCLOSURE POLICY This Insider Trading and Unauthorized Disclosure Policy provides guidelines to employees, officers and directors of, and consultants and contractors to Charlie’s Holdings, Inc. (the "Company") with respect to transactions in the Company's securities. Applicability of Policy This Policy applies to all transactions in the Company's secu |
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| May 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. |
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| May 29, 2025 |
Exhibit 10.14 AMENDED AND RESTATED NOTE Principal Amount: $200,000.00 Issue Date: April 28, 2025 FOR VALUE RECEIVED Charlie's Holdings, Inc., a Nevada Corporation, maintaining an address at I007 Brioso Drive, Costa Mesa, CA 92627 (hereinafter called "Borrower"), hereby promises to pay to the order of Ryan Stump maintaining an address at 281 Santa Isabel Avenue Costa Mesa, CA 92627 ("Holder") witho |
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| May 29, 2025 |
SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name State or Other Jurisdiction of Incorporation Charlie’s Chalk Dust, LLC California |
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| May 29, 2025 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2024, Charlies Holdings, Inc. (“we” or “our”) had one class of securities, our common stock, par value $0.001 per share, registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following description of our common stock is a s |
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| May 15, 2025 |
SEC File Number 001-32420 CUSIP Number 16077A101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 16, 2025 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| April 17, 2025 |
Form of Asset Purchase Agreement Exhibit 10.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT by and between, R. J. REYNOLDS VAPOR COMPANY, as Buyer, CHARLIE’S HOLDINGS, INC., as Seller Dated as of April 16, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Terms Generally 1 Section 1.2 Defined Terms 1 ARTICLE II SALE AND PURCHASE OF ACQUIRED ASSETS 8 Section 2.1 Sale and Purchase of Acquired Assets 8 Section 2.2 Exclude |
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| March 31, 2025 |
SEC File Number 001-32420 CUSIP Number 16077A101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 22, 2024 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| November 27, 2024 |
Form of Subscription Agreement Exhibit 10.1 CHARLIE’S HOLDINGS, INC. Subscription Agreement This Subscription Agreement (the “Agreement”) is by and between Charlie’s Holdings, Inc., a Nevada corporation (the “Company”) and the undersigned investor (the “Investor”) and is the date the Company executed the signature page hereto (the “Effective Date”). The Investor and the Company are collectively referred to herein as the “partie |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE’S HOLDINGS, INC. (Exact Name of |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o |
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| November 12, 2024 |
CHUC / Charlie's Holdings, Inc. / Iroquois Capital Management, LLC Passive Investment Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Charlie’s Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE’S HOLDINGS, INC. (Exact Name of Regi |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q ☐Transition Report on Form N-SAR |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 26, 2024 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| June 3, 2024 |
Form of Subscription Agreement Exhibit 10.1 CONFIDENTIAL CHARLIE’S HOLDINGS, INC. Subscription Agreement This Subscription Agreement (the “Agreement”) is by and between Charlie’s Holdings, Inc., a Nevada corporation (the “Company”) and the undersigned investor (the “Investor”) and is the date the Company executed the signature page hereto (the “Effective Date”). The Investor and the Company are collectively referred to herein a |
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| June 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 31, 2024 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE’S HOLDINGS, INC. (Exact Name of Reg |
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| May 15, 2024 |
SEC File Number 001-32420 CUSIP Number 16077A101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 19, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 17, 2024 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| April 19, 2024 |
Exhibit 16.1 April 17, 2024 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by Charlie’s Holdings, Inc. (the “registrant”) under Item 4.01 of its Form 8-K dated April 17, 2024 and are in agreement with the statements therein concerning Mazars USA LLP. We have no basis to agree or disagree with other statements of |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 15, 2024 |
SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name State or Other Jurisdiction of Incorporation Charlie’s Chalk Dust, LLC California |
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| April 15, 2024 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, Charlies Holdings, Inc. (“we” or “our”) had one class of securities, our common stock, par value $0.001 per share, registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following description of our common stock is a s |
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| April 15, 2024 |
INSIDER TRADING AND UNAUTHORIZED DISCLOSURE POLICY Exhibit 19.1 INSIDER TRADING AND UNAUTHORIZED DISCLOSURE POLICY This Insider Trading and Unauthorized Disclosure Policy provides guidelines to employees, officers and directors of, and consultants and contractors to Charlie’s Holdings, Inc. (the "Company") with respect to transactions in the Company's securities. Applicability of Policy This Policy applies to all transactions in the Company's secu |
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| April 15, 2024 |
NOMINATION AND STANDSTILL AGREEMENT Exhibit 10.14 NOMINATION AND STANDSTILL AGREEMENT This Nomination and Standstill Agreement (this "Agreement"), April 26, 2023, is by and among Michael D. King (the "Designee") and Charlie's Holdings, Inc., a Nevada corporation (the "Company"). WHEREAS, the Designee owns 4,600,001 shares of the common stock, par value $0.001 per share, of the Company (the "Common Stock"), and is a lender to the Com |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transition Report on Form 10-Q ☐Transition Report on Form N |
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| February 12, 2024 |
CHUCD / Charlies Holdings Inc / Iroquois Capital Management, LLC Passive Investment SC 13G/A 1 c108150sc13ga.htm Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Charlie’s Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share ( |
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| November 14, 2023 |
Exhibit 10.1 |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE’S HOLDINGS, INC. (Exact Name of |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE’S HOLDINGS, INC. (Exact Name of Regi |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 29, 2023 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 13, 2023 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| June 20, 2023 |
Letter from Baker Tilly US, LLP, dated June 20, 2023 Exhibit 16.1 June 20, 2023 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Dear Ladies and Gentlemen: We are the former independent registered public accounting firm for Charlie's Holdings, Inc. (the “Company”). We have read the Company’s disclosure set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K dated June |
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| June 20, 2023 |
Employment Agreement with Ryan Stump dated June 15, 2023 Exhibit 10.1 FINAL EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of June 15, 2023, between Charlie’s Holdings, Inc., a Nevada corporation (the “Company”), and Ryan Stump (the “Executive”). 1. EMPLOYMENT DUTIES AND RESPONSIBILITIES 1.1. Position and Title. The Company hereby agrees to employ the Executive in the position described on Addendum A attached hereto and the |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE’S HOLDINGS, INC. (Exact Name of Reg |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 27, 2023 |
DEFA14A 1 chuc20230427defa14a.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte |
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| April 17, 2023 |
FIRST MODIFICATION TO PROMISSORY NOTE Exhibit 10.111 FIRST MODIFICATION TO PROMISSORY NOTE THIS FIRST MODIFICATION TO PROMISSORY NOTE (this “Modification”) dated April 6, 2022 is entered into by and between Charlie’s Holdings, Inc., a Nevada corporation (the “Company”), and Michael D. King, an individual (“Lender”). RECITALS WHEREAS, the Company is currently indebted to Lender pursuant to the terms and conditions of that certain Promi |
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| April 17, 2023 |
SECOND MODIFICATION TO PROMISSORY NOTE Exhibit 10.112 SECOND MODIFICATION TO PROMISSORY NOTE THIS SECOND MODIFICATION TO PROMISSORY NOTE (this “Modification”) dated March 28, 2023 is entered into by and between Charlie’s Holdings, Inc., a Nevada corporation (the “Company”), and Michael D. King, an individual (“Lender”). RECITALS WHEREAS, the Company is currently indebted to Lender pursuant to the terms and conditions of that certain Pr |
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| April 17, 2023 |
Charlie’s Holdings, Inc. Board of Directors Exhibit 10.121 TO: Charlie’s Holdings, Inc. Board of Directors FROM: Ryan Stump, Director and Chief Operating Officer DATE: December 17, 2022 RE: CHUC Loan Amendment On August 19, 2022 Charlie’s Board of Directors approved a related party loan of $300,000 from Ryan Stump to Charlie’s Holdings, Inc. Prior to the note’s due date of December 17, 2022, I approved a 120 day extension under the existing |
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| April 17, 2023 |
Exhibit 10.12 EXHIBIT A |
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| April 17, 2023 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, Charlies Holdings, Inc. (“we” or “our”) had one class of securities, our common stock, par value $0.001 per share, registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following description of our common stock is a s |
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| April 17, 2023 |
Exhibit 10.11 PROMISSORY NOTE $1,000,000.00 April 6, 2022 THIS PROMISSORY NOTE (this "Note") is a duly authorized and validly issued joint and several promissory note of Charlie's Holdings, Inc., a Nevada corporation (the “Company”), with a principal place of business located at 1007 Brioso Drive, Costa Mesa CA 92627. FOR VALUE RECEIVED, the Company hereby promises to pay to the order of Michael D |
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| April 17, 2023 |
SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name State or Other Jurisdiction of Incorporation Charlie’s Chalk Dust, LLC California |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. |
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| April 17, 2023 |
Charlie’s Holdings, Inc. Board of Directors Exhibit 10.122 TO: Charlie’s Holdings, Inc. Board of Directors FROM: Ryan Stump, Director and Chief Operating Officer DATE: April 13, 2023 RE: CHUC Loan Amendment On August 19, 2022 Charlie’s Board of Directors approved a related party loan of $300,000 from Ryan Stump to Charlie’s Holdings, Inc. Prior to the note’s due date of April 16, 2023, I approved a 120 day extension under the existing terms |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -12-31 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 31, 2023 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| April 4, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES A CONVERTIBLE PREFERRED STOCK OF CHARLIE’S HOLDINGS, INC. (NVID# NV20011181275) (Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock) Pursuant to Sections 78.385 and 78.390 of the Nevada Revised Statutes, CHARLIE’S HOLDINGS, INC., a Nevada corporation (the “Corporation”), hereby ad |
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| March 31, 2023 |
SEC File Number 001-32420 CUSIP Number 16077A101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 13, 2023 |
CHUCD / Charlies Holdings Inc / Iroquois Capital Management, LLC Passive Investment SC 13G/A 1 c105634sc13ga.htm Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Charlie’s Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share ( |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 10, 2023 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| December 23, 2022 |
As filed with the Securities and Exchange Commission on [ ], 2022 S-8 1 chuc20221222s8.htm FORM S-8 As filed with the Securities and Exchange Commission on [ ], 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Charlie’s Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 1007 Brioso Drive Costa Mesa, CA 92627 84-1575085 (Sta |
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| December 23, 2022 |
Calculation of Filing Fee Tables EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Charlie?s Holdings, Inc. |
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| November 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE?S HOLDINGS, INC. (Exact Name of |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE’S HOLDINGS, INC. (Exact Name of Regi |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE’S HOLDINGS, INC. (Exact Name of Reg |
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| April 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. |
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| April 12, 2022 |
SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name State or Other Jurisdiction of Incorporation Charlie?s Chalk Dust, LLC California |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For the Period Ended: December 31, 2021 ?Transition Report on Form 10-K ?Transition Report on Form 20-F ?Transition Report on Form 11-K ?Transition Report on Form 10-Q ?Transition Report on |
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| March 3, 2022 |
Exhibit 99.1 Charlie?s Holdings Appoints Edward Carmines, Ph.D., Accomplished Scientist and PMTA Expert, to Board of Directors Carmines has submitted hundreds of PMTAs to the FDA and spearheaded the successful MRTPA submitted by 22nd Century Group (NASDAQ: XXII) that won an FDA marketing order in December 2021. COSTA MESA, CA ? March 2, 2022 ? Accesswire ? Charlie?s Holdings, Inc. (OTCQB: CHUC) (? |
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| March 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 2, 2022 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| February 18, 2022 |
CHUCD / Charlies Holdings Inc / Smith Vincent C - SCHEDULE 13D/A Activist Investment SC 13D/A 1 smith20220217sc13da.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 7)* Under the Securities Exchange Act of 1934 CHARLIE’S HOLDINGS, INC. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 16077A101 (CUSIP Number) Vincent C. Smith LB 2, LLC Red Beard Holdings, LLC 17595 Harvar |
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| February 4, 2022 |
DEF 14C 1 chuc20220128def14c.htm FORM DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ] Preliminary Information Statement [X] Definitive Information Statement [ ] Confidential for Use of the Commission Only (as permitted by Rule 14c-5(d)(2 |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE’S HOLDINGS, INC. (Exact Name of |
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| November 3, 2021 |
Charlie's Holdings, Inc. October 29, 2021 Exhibit 10.1 Charlie's Holdings, Inc. October 29, 2021 Brandon Stump Dear Brandon: This Agreement (the ?Agreement?) is entered into as of October 29, 2021, by and between you and Charlie's Holdings, Inc., a Nevada corporation (the ?Company?), regarding the terms and conditions of your resignation of all positions held within the Company and the Covered Entities (defined below). You and the Company |
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| November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 29, 2021 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| November 3, 2021 |
Charlie’s Holdings Announces Board Changes in Preparation for Uplist to National Securities Exchange Exhibit 99.1 Charlie?s Holdings Announces Board Changes in Preparation for Uplist to National Securities Exchange COSTA MESA, CA ? November 3, 2021 ? Accesswire ? Charlie?s Holdings, Inc. (OTCQB: CHUC) (?Charlie?s? or the ?Company?), an industry leader in the premium, nicotine-based, e-cigarette space, today announced that Charlie?s Board of Directors will transition to a board with a majority of |
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| September 21, 2021 |
Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. |
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| September 21, 2021 |
CHUC / Charlie's Holdings, Inc. / Iroquois Capital Management, LLC Passive Investment Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Charlie?s Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE?S HOLDINGS, INC. (Exact Name of Regi |
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| June 16, 2021 |
Exhibit 3.1 |
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| June 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 14, 2021 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| June 16, 2021 |
Exhibit 99.1 Charlie's Holdings Announces Reverse Stock Split Uplisting to a National Exchange is the Company?s Objective Costa Mesa, CA ? June 15, 2021 ? Accesswire ? Charlie?s Holdings, Inc. (OTC Pink: CHUC) (?Charlie?s? or the ?Company?), an industry leader in both the premium, nicotine-based, e-cigarette space and the hemp-derived CBD wellness space, today announced that the Company received a |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 24, 2021 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| May 26, 2021 |
Exhibit 10.1 WAIVER AND EXCHANGE AGREEMENT This WAIVER AND EXCHANGE AGREEMENT (the ?Agreement?) is entered into as of May 25, 2021 (the "Effective Date"), by and between Charlies Holdings, Inc., a Nevada corporation (the ?Company?), and the parties set forth on the signature pages attached hereto (collectively, the ?Holders?). RECITALS WHEREAS, the Holders are the registered holders and the benefi |
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| May 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 25, 2021 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE?S HOLDINGS, INC. (Exact Name of |
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| May 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2021 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| May 13, 2021 |
Charlie’s Holdings Names Matt Montesano CFO and Appoints David Allen to the Board of Directors Exhibit 99.1 Charlie?s Holdings Names Matt Montesano CFO and Appoints David Allen to the Board of Directors Costa Mesa, CA ? May 13, 2021 ? Accesswire ? Charlie?s Holdings, Inc. (OTC Pink: CHUC) (?Charlie?s? or the ?Company?), an industry leader in both the premium, nicotine-based, e-cigarette space and the hemp-derived, CBD wellness space, announced today that Matt Montesano has been appointed Ch |
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| April 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 1, 2021 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| April 6, 2021 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of April 1, 2021, between Charlie?s Holdings, Inc., a Nevada corporation (the ?Company?), and Henry Sicignano, III (the ?Executive?). 1. EMPLOYMENT DUTIES AND RESPONSIBILITIES 1.1 Position and Title. The Company hereby agrees to employ the Executive in the position described on Addendum A attached hereto and |
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| April 6, 2021 |
Exhibit 99.1 Charlie’s Holdings Hires Former 22nd Century Group CEO as President Henry Sicignano will Spearhead the Company’s Business Strategy and Capital Markets Initiatives Costa Mesa, CA – April 6, 2021 – Accesswire – Charlie’s Holdings, Inc. (OTC Pink: CHUC) (“Charlie’s” or the “Company”), an industry leader in both the premium, nicotine-based, e-cigarette space and the hemp-derived, CBD well |
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| April 5, 2021 |
10-K 1 chuc10kdec312020.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. 001-32420 CHARLIE’S HOLDINGS, INC. |
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| April 5, 2021 |
Exhibit 10.46 SATISFACTION AND RELEASE This SATISFACTION AND RELEASE (this "Agreement") is made by and between Charlie?s Holdings, Inc., a Nevada corporation (?Holdings?), Charlie?s Chalk Dust, LLC, a Delaware limited liability company (?Chalk Dust?), and Don Polly LLC, a Nevada limited liability company (?Don Polly?, and together with Holdings and Chalk Dust, individually and collectively, ?Compa |
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| March 31, 2021 |
OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response . |
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| March 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 19, 2021 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| March 23, 2021 |
Form of Securities Purchase Agreement, dated March 19, 2021 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of March 19, 2021, is made by and among Charlie's Holdings, Inc., a corporation organized under the laws of the State of Nevada (the ?Company?) and each of the purchasers (individually, a ?Purchaser? and collectively the ?Purchasers?) set forth in the execution pages hereof (each, an ?Executio |
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| March 23, 2021 |
Exhibit 99.1 Charlie?s Holdings Closes $3 Million Capital Raise with Founders Funds Will Drive Growth, Facilitate New Product Launches & Strengthen Balance Sheet COSTA MESA, CA, March 23, 2021 - Charlie's Holdings, Inc. (OTC PINK: CHUC) ("Charlie?s" or the "Company"), an industry leader in both the premium e-cigarette space and the hemp-derived CBD wellness space, announced today that it has close |
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| January 20, 2021 |
AMENDMENT NO. 5 SECURED PROMISSORY NOTE AND SECURITY AGREEMENT EXHIBIT 10.1 AMENDMENT NO. 5 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENT This AMENDMENT NO. 5 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENT (this “Amendment”), effective as of January 1, 2020, is made by and between Charlie’s Holdings, Inc., a Nevada corporation (“Holdings”), Charlie’s Chalk Dust, LLC, a Delaware limited liability company (“Chalk Dust”), and Don Polly LLC, a Nevada limit |
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| January 20, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 19, 2021 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| January 19, 2021 |
S-8 1 chucs8jan2021.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on January 15, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHARLIE’S HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 84-1575085 (State or Other Jurisdi |
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| December 16, 2020 | ||
| December 16, 2020 |
Regulation FD Disclosure - FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No. |
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| December 15, 2020 |
AMENDMENT NO. 4 SECURED PROMISSORY NOTE AND SECURITY AGREEMENT EXHIBIT 10.1 AMENDMENT NO. 4 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENT This AMENDMENT NO. 4 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENT (this “Amendment”), effective as of December 1, 2020, is made by and between Charlie’s Holdings, Inc., a Nevada corporation (“Holdings”), Charlie’s Chalk Dust, LLC, a Delaware limited liability company (“Chalk Dust”), and Don Polly LLC, a Nevada limi |
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| December 15, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 12, 2020 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| December 14, 2020 |
8-K 1 chuc8k12142020.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 14, 2020 Commission File Number: 001-32420 Charlie's Holdings, Inc. (Exact name of registrant as specified in its charter.) Nevada 84-15 |
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| December 14, 2020 |
Exhibit 99.1 |
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| November 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE’S HOLDINGS, INC. (Exact Nam |
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| November 3, 2020 |
AMENDMENT NO. 3 SECURED PROMISSORY NOTE AND SECURITY AGREEMENT Exhibit 10.1 AMENDMENT NO. 3 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENT This AMENDMENT NO. 3 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENT (this “Amendment”), dated October 29, 2020, is made by and between Charlie’s Holdings, Inc., a Nevada corporation (“Holdings”), Charlie’s Chalk Dust, LLC, a Delaware limited liability company (“Chalk Dust”), and Don Polly LLC, a Nevada limited liabil |
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| November 3, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 29, 2020 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| November 2, 2020 |
Exhibit 16.1 November 1, 2020 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Dear Ladies and Gentlemen: We are the former independent registered public accounting firm for Charlie’s Holdings Inc. (the “Company”). We have read the Company’s disclosure set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K dated No |
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| November 2, 2020 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 1, 2020 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| October 15, 2020 |
EX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1 Charlie’s is no stranger to adversity. As we have all experienced, the vapor industry has had its share of ups and downs during the past few years. From unfavorable news late last year and the ensuing regulatory uncertainty, to the advent of a global pandemic during 2020, we as an industry have collectively overcome many challenges. At Charlie’s, we |
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| October 15, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 chuc8koct122020.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 12, 2020 Commission File Number: 001-32420 Charlie's Holdings, Inc. (Exact name of registrant as specified in its charter.) Nevada 84-15 |
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| October 2, 2020 |
AMENDMENT NO. 2 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENT Exhibit 10.1 AMENDMENT NO. 2 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENT This AMENDMENT NO. 2 TO SECURED PROMISSORY NOTE (this “Amendment”), dated September 30, 2020, is made by and between Charlie’s Holdings, Inc., a Nevada corporation (“Holdings”), Charlie’s Chalk Dust, LLC, a Delaware limited liability company (“Chalk Dust”), and Don Polly LLC, a Nevada limited liability company (“Don Pol |
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| October 2, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 30, 2020 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| September 1, 2020 |
EX-99.1 3 chucex991.htm PRESS RELEASE Exhibit 99.1 Charlie’s Holdings Files Initial PMTA Submission for FDA Approval Responsible And Regulated E-Cigarette Manufacturing And Rigorous Industry Standards Are Vital To Creating A Long-Term Product Portfolio Costa Mesa, CA – Accesswire - August 31, 2020 – Charlie’s Holdings, Inc. (OTC Pink: CHUC) (“Charlie’s” or the “Company”), an industry leader in bot |
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| September 1, 2020 |
AMENDMENT NO. 1 SECURED PROMISSORY NOTE AND SECURITY AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENT This AMENDMENT NO. 1 TO SECURED PROMISSORY NOTE AND SECURITY AGREEMENT (this “Amendment”), dated August, 27, 2020, is made by and between Charlie’s Holdings, Inc., a Nevada corporation (“Holdings”), Charlie’s Chalk Dust, LLC, a Delaware limited liability company (“Chalk Dust”), and Don Polly LLC, a Nevada limited liabil |
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| September 1, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 27, 2020 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| August 14, 2020 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE’S HOLDINGS, INC. (Exact Name of |
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| May 15, 2020 |
Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE’S HOLDINGS, INC. (Ex |
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| May 8, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 30, 2020 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| May 8, 2020 |
PROMISSORY NOTE Principal $215,600.00 Loan Date 04-14-2020 Maturity 04-14-2022 Loan No 2026307125-1 Call / Coll 0ZA0 / 0A Account 643769 Officer 7517 Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: DON POLLY |
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| May 8, 2020 | ||
| April 14, 2020 |
Exhibit 10.1 SECURED PROMISSORY NOTE $750,000.00 April 8, 2020 THIS SECURED PROMISSORY NOTE (this "Note") is a duly authorized and validly issued joint and several promissory note of Charlie's Holdings, Inc., a Nevada corporation ("Holdings"), Charlie's Chalk Dust, LLC, a Delaware limited liability company ("Chalk Dust"), and Don Polly LLC, a Nevada limited liability company ("Don Polly" and toget |
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| April 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 8, 2020 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| April 14, 2020 |
Exhibit 10.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, supplemented, extended or otherwise modified from time to time, this "Agreement") dated as of April 8, 2020, is jointly and severally entered into by Charlie's Holdings, Inc., a Nevada corporation ("Holdings"), Charlie's Chalk Dust, LLC, a Delaware limited liability company ("Chalk Dust"), and Don Polly LLC, a Nevada li |
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| April 14, 2020 |
CHUC / Charlie's Holdings, Inc. 10-K - Annual Report - ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. |
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| March 30, 2020 |
CHUC / Charlie's Holdings, Inc. NT 10-K - - OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response . |
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| February 27, 2020 |
Dear Shareholders, Charlie's Holdings, Inc. is pleased to provide an update on the current state of the business and our corporate and capital markets strategies. Over the past few months, we have made significant advances on the corporate, operational and regulatory sides of our business. We have been publicly traded for ten months, and recently the shares issued to investors in connection with t |
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| February 27, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 26, 2020 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| February 20, 2020 |
CHARLIE’S HOLDINGS, INC. 26,317,060,072 Shares Common Stock Filed Pursuant to Rule 424(b)3 Registration No. 333-232596 PROSPECTUS CHARLIE?S HOLDINGS, INC. 26,317,060,072 Shares Common Stock This prospectus relates to the offering and resale by the selling stockholders identified in this prospectus of up to 26,317,060,072 shares of our common stock, par value $0.001 per share, which consists of: (i) 17,628,941,493 shares of common stock, (ii) up to 4,616,26 |
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| February 19, 2020 |
Amendment to Employment Agreement Exhibit 10.1 Amendment to Employment Agreement This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Addendum”), is entered into as of February 12, 2020, by and between Charlie’s Holdings, Inc., a Nevada corporation (f/k/a True Drink Holdings, Inc., hereinafter the “Company”), and Brandon Stump (“Executive”). WHEREAS, the Company and Executive previously entered into an Employment Agreement dated April 26, |
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| February 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 12, 2020 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| February 19, 2020 |
Amendment to Employment Agreement EX-10 3 ex10-2.htm AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.2 Amendment to Employment Agreement This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Addendum”), is entered into as of February 12, 2020, by and between Charlie’s Holdings, Inc., a Nevada corporation (f/k/a True Drink Holdings, Inc., hereinafter the “Company”), and Ryan Stump (“Executive”). WHEREAS, the Company and Executive previ |
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| February 13, 2020 |
CHUC / Charlie's Holdings, Inc. CORRESP - - February 13, 2020 VIA EDGAR Mses. Effie Simpson, Theresa Brilliant and Susan Block and Mr. John Dana Brown United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Charlie's Holdings, Inc. Amendment No. 4 to Registration Statement on Form S-1, Filed February 10, 2020 File No. 333-232596 Ladies and Gentlemen: This letter is submi |
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| February 13, 2020 |
CHUC / Charlie's Holdings, Inc. CORRESP - - February 13, 2020 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N. |
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| February 13, 2020 |
As filed with the Securities and Exchange Commission on February 13, 2020 Registration No. |
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| February 10, 2020 |
CHUC / Charlie's Holdings, Inc. CORRESP - - February 10, 2020 VIA EDGAR Mses. Effie Simpson, Theresa Brilliant and Susan Block and Mr. John Dana Brown United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Charlie's Holdings, Inc. Amendment No. 3 to Registration Statement on Form S-1, Filed January 22, 2020 File No. 333-232596 Ladies and Gentlemen: This letter is submit |
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| February 10, 2020 |
As filed with the Securities and Exchange Commission on February 10, 2020 Registration No. |
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| January 22, 2020 |
CHUC / Charlie's Holdings, Inc. S-1/A - - S-1/A As filed with the Securities and Exchange Commission on January 21, 2020 Registration No. |
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| January 21, 2020 |
CHUC / Charlie's Holdings, Inc. CORRESP - - January 21, 2020 VIA EDGAR Mses. Effie Simpson, Theresa Brilliant and Susan Block and Mr. John Dana Brown United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Charlie's Holdings, Inc. Amendment No. 2 to Registration Statement on Form S-1, Filed October 28, 2019 File No. 333-232596 Ladies and Gentlemen: This letter is submitt |
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| December 23, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 form8k-12202019031225.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2019 Commission File Number: 001-32420 Charlie's Holdings, Inc. (Exact name of registrant as specified in its charter.) Nevada (State or oth |
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| December 23, 2019 |
FDA Regulatory Services Agreement CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. |
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| November 22, 2019 |
Exhibit 10.1 |
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| November 22, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 19, 2019 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| November 21, 2019 |
CHUC / Charlie's Holdings, Inc. / Smith Vincent C - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 6)* Under the Securities Exchange Act of 1934 CHARLIE’S HOLDINGS, INC. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 16077A101 (CUSIP Number) Vincent C. Smith LB 2, LLC Red Beard Holdings, LLC 17595 Harvard Avenue, Suite C511 17595 Harvard Avenue, Suite C |
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| November 14, 2019 |
CHUC / Charlie's Holdings, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 CHARLIE’S HOLDINGS, INC. |
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| October 26, 2019 |
CHUC / Charlie's Holdings, Inc. S-1/A - - AMENDMENT NO. 2 As filed with the Securities and Exchange Commission on October 25, 2019 Registration No. |
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| October 25, 2019 |
CHUC / Charlie's Holdings, Inc. CORRESP - - October 25, 2019 VIA EDGAR Mses. Effie Simpson, Theresa Brilliant and Susan Block and Mr. John Dana Brown United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Charlie's Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed September 30, 2019 File No. 333-232596 Ladies and Gentlemen: This letter is submit |
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| September 28, 2019 |
CHUC / Charlie's Holdings, Inc. S-1/A - - AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on September 27, 2019 Registration No. |
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| September 27, 2019 |
CHUC / Charlie's Holdings, Inc. CORRESP - - September 27, 2019 VIA EDGAR Mses. Effie Simpson, Theresa Brilliant and Susan Block and Mr. John Dana Brown United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Charlie's Holdings, Inc. Registration Statement on Form S-1 Filed July 11, 2019 File No. 333-232596 Ladies and Gentlemen: This letter is submitted on behalf of Charl |
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| September 19, 2019 |
Exhibit 99.1 CHARLIE’S HOLDINGS ISSUES LETTER TO SHAREHOLDERS IN RESPONSE TO RECENT INDUSTRY NEWS Provides Market and Business Update COSTA MESA, CA, September 19, 2019 – Charlie’s Holdings, Inc. (the “Company” or “Charlie’s”) (OTC PINK: CHUC), an industry leader in the premium, nicotine-only, e-cigarette and hemp-derived, CBD wellness products space, announced today the release of a Letter to Sha |
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| September 19, 2019 |
Financial Statements and Exhibits, Other Events 8-K 1 chuc8ksep192019.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 19, 2019 Commission File Number: 001-32420 Charlie's Holdings, Inc. (Exact name of registrant as specified in its charter.) Nevada 84- |
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| September 11, 2019 |
Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF CHARLIE’S HOLDINGS, INC., A NEVADA CORPORATION ARTICLE I OFFICES 1.1. Registered Office. The registered office of Charlie’s Holdings, Inc., a Nevada corporation (the “Corporation”), in the State of Nevada shall be at such location within the State of Nevada as the Board of Directors of the Corporation (“Board of Directors”) shall determine from time t |
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| September 11, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 11, 2019 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| August 14, 2019 |
CHUC / Charlie's Holdings, Inc. 10-Q - Quarterly Report - CURRENT REPORT 10-Q 1 chuc10qjune302019.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file nu |
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| August 1, 2019 |
CHUC / Charlie's Holdings, Inc. / Stump Ryan - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CHARLIE’S HOLDINGS, INC. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 16077A101 (CUSIP Number) Ryan Stump Charlie’s Holdings, Inc. 1007 Brioso Drive Costa Mesa, CA 92627 (Name, Address and Telephone Number of Pe |
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| August 1, 2019 |
CHUC / Charlie's Holdings, Inc. / Stump Brandon - SC 13D Activist Investment SC 13D 1 bstumpsc13dapr262019.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CHARLIE’S HOLDINGS, INC. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 16077A101 (CUSIP Number) Brandon Stump Charlie’s Holdings, Inc. 1007 Brioso Drive Costa Mesa, CA 926 |
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| July 22, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 16, 2019 Commission File Number: 001-32420 Charlie's Holdings, Inc. |
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| July 22, 2019 |
Charlie’s Holdings, Inc. Announces Appointment of Jeff Fox as Independent Director Board of Directors Gains Additional Consumer Goods Experience COSTA MESA, CA, July 22, 2019 Charlie’s Holdings, Inc. (the “Company” or “Charlie’s”) (OTC: CHUC) is pleased to announce the appointment of Jeff Fox to the Company’s Board of Director’s as an independent director. Jeff Fox has been a leading business stra |
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| July 11, 2019 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K AMENDMENT NO. |
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| July 11, 2019 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information was prepared under United States generally accepted accounting principles (“U.S. GAAP”), and gives effect to the transaction between Charlie's Chalk Dust, LLC, a Delaware limited liability company (“Charlie’s”) and Charlie’s Holdings, Inc., formerly k |
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| July 11, 2019 |
CHARLIE’S HOLDINGS, INC. INDEX TO FINANCIAL STATEMENTS Exhibit 99.1 CHARLIE’S HOLDINGS, INC. INDEX TO FINANCIAL STATEMENTS Page Audited Financial Statements of Charlie’s Chalk Dust, LLC for the Years ended December 31, 2018 and 2017 Report of Independent Registered Public Accounting Firm 1 Balance Sheets 2 Statements of Operations 3 Statements of Members’ Equity (Deficit) 4 Statements of Cash Flows 5 Notes to Financial Statements 6 Page Financial Stat |
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| July 10, 2019 |
TRUU / True Drinks Holdings, Inc. S-1 - Registration Statement - S-1 As filed with the Securities and Exchange Commission on July 10, 2019 Registration No. |
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| July 2, 2019 |
Exhibit 99.1 True Drinks Holdings, Inc. Announces Name Change to Charlie’s Holdings, Inc. Increases Authorized Common Shares Allowing for Automatic Conversion of Series B Convertible Preferred Stock COSTA MESA, CA, July 2, 2019 True Drinks Holdings, Inc. (the “Company” or “True Drinks”) (OTC:TRUU) has announced today that the Company’s name has been changed to Charlie’s Holdings, Inc (“Charlie’s”) |
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| July 2, 2019 |
Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CHARLIE’S HOLDINGS, INC. ARTICLE I NAME The name of the corporation is Charlie’s Holdings, Inc. (the “Corporation”). ARTICLE II PURPOSES AND POWERS The Corporation shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon corporations organized under the laws of Nevada. In addition, the Corpora |
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| July 2, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 26, 2019 Commission File Number: 001-32420 Charlie’s Holdings, Inc. |
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| June 11, 2019 |
CONFIDENTIAL LICENSE AGREEMENT Exhibit 10.1 CONFIDENTIAL LICENSE AGREEMENT This Confidential License Agreement (hereinafter referred to as "Agreement") is effective as of the 5th day of June, 2019 (hereinafter “the Effective Date”), by and between Don Polly, LLC, a Nevada limited liability company, (hereinafter referred to as "Licensee"), and Charlies Chalk Dust, LLC a California limited liability company, (hereinafter referred |
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| June 11, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 5, 2019 Commission File Number: 001-32420 True Drinks Holdings, Inc. |
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| June 11, 2019 |
CONFIDENTIAL SERVICES AGREEMENT Exhibit 10.2 CONFIDENTIAL SERVICES AGREEMENT This Confidential Services Agreement (hereinafter referred to as "Agreement") is effective as of the 5th day of June, 2019 (hereinafter “the Effective Date”), by and between Don Polly, LLC, a Nevada limited liability company, (hereinafter referred to as "Don Polly"), and Charlie’s Chalk Dust, a California limited liability company, (hereinafter referred |
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| May 28, 2019 |
TRUU / True Drinks Holdings, Inc. DEF 14C - - DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ] Preliminary Information Statement [X] Definitive Information Statement [ ] Confidential for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) True Drinks Holdings, Inc. (Name of Registr |
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| May 28, 2019 |
TRUU / True Drinks Holdings, Inc. SC 14F1 - - SC 14F1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14f-1 Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Thereunder TRUE DRINKS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) 000-50875 (Commission File Number) Nevada 84-1575085 (State of Incorporation) (I.R.S. Employer Identification No.) 100 |
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| May 22, 2019 |
EX-99.1 2 truedrinksex991.htm PRESS RELEASE True Drinks Holdings, Inc. Appoints Adam Mirkovich as Chief Information Officer Adding Supply Chain Expertise to Premium E-Liquid Brand COSTA MESA, California, May 22, 2019 / PRNewswire / - True Drinks Holdings, Inc. (the “Company” or “True Drinks”) (OTC PINK: TRUU) announced today the appointment of Adam Mirkovich as the Chief Information Officer of the |
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| May 22, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 20, 2019 Commission File Number: 001-32420 True Drinks Holdings, Inc. |
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| May 15, 2019 |
TRUU / True Drinks Holdings, Inc. PRE 14C PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Definitive Information Statement [ ] Confidential for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) True Drinks Holdings, Inc. (Name of Registr |
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| May 15, 2019 |
TRUU / True Drinks Holdings, Inc. 10-Q Quarterly Report QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 TRUE DRINKS HOLDINGS, INC. ( |
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| May 14, 2019 |
EX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1 Mitch Brantley Joins Charlie’s Chalk Dust as Chief Marketing Officer Plans to Leverage his Consumer and Distribution Expertise into New Markets IRVINE, CA / PRNewswire / May 9, 2019 / True Drinks Holdings, Inc. (the "Company" or "True Drinks") (OTC PINK: TRUU) announced today the appointment of Mitch Brantley as Chief Marketing Officer of Charlie’s C |
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| May 14, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2019 Commission File Number: 001-32420 True Drinks Holdings, Inc. |
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| May 10, 2019 |
TRUU / True Drinks Holdings, Inc. / Iroquois Capital Management, LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* True Drinks Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 897837100 (CUSIP Number) April 26, 2019 |
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| May 1, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K AMENDMENT NO. |
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| April 30, 2019 |
Exhibit 10.1 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into this 26 day of April, 2019 by and among True Drinks Holdings Inc., a Nevada corporation (the “Company”), and Red Beard Holdings, LLC, a Delaware limited liability company (“Red Beard”). Each of the Company, and Red Beard may be referred to herein, individually, as a “Party” and, collectively, as |
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| April 30, 2019 |
8-K 1 truu8kapr252019.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2019 Commission File Number: 001-32420 True Drinks Holdings, Inc. (Exact name of registrant as specified in its charter.) Nevada (Stat |
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| April 30, 2019 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS of SERIES B CONVERTIBLE PREFERRED STOCK of TRUE DRINKS HOLDINGS, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes True Drinks Holdings, Inc., a Nevada corporation (the “Company”), in accordance with the provisions of Sections 78.195, 78.1955 and 78.2055 of the Nevada Revised Statu |
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| April 30, 2019 |
Exhibit 3.8 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF THE SERIES B CONVERTIBLE PREFERRED STOCK OF TRUE DRINKS HOLDINGS, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes True Drinks Holdings, Inc., a Nevada corporation (the “Company”), in accordance with the provisions of Sections 78.195 and 78.1955 of the Nevada Revised Statutes (“NRS”), does hereby certify that, pursuan |
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| April 30, 2019 |
Exhibit 3.3 FIRST AMENDED AND RESTATED CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS of SERIES D CONVERTIBLE PREFERRED STOCK of TRUE DRINKS HOLDINGS, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes True Drinks Holdings, Inc., a Nevada corporation (the “Company”), in accordance with the provisions of Sections 78.195 and 78.1955 of the Nevada Revised Statutes (“NRS” |
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| April 30, 2019 |
Exhibit 3.5 |
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| April 30, 2019 |
Exhibit 10.6 SUBSCRIPTION AGREEMENT This Subscription Agreement, dated April 26, 2019 (this “Agreement”), has been executed by the advisors set forth on the signature page hereof (each an “Advisor” and collectively the “Advisors”) in connection with the placement (the “Offering”) by True Drink Holdings, Inc, a Nevada corporation (the “Company” or “Pubco”) of the securities discussed herein. R E C |
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| April 30, 2019 |
Exhibit 10.4 KATALYST SECURITIES LLC 630 THIRD AVENUE, 5TH FLOOR NEW YORK, NY 10017 TEL: 212-400-6993 FAX: 212-247-1059 Member: FINRA & SIPC February 15, 2019 STRICTLY CONFIDENTIAL Mr. Brandon Stump CEO Charlie’s Chalk Dust LLC 1007 Brioso Drive Costa Mesa, CA 92627 Dear Mr. Stump: This letter (the “Agreement”) constitutes our understanding with respect to the engagement of Katalyst Securities LLC |
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| April 30, 2019 |
Exhibit 10.2 SECURITIES EXCHANGE AGREEMENT This Securities Exchange Agreement, dated as of April 26, 2019 (this “Agreement”), is made and entered into by and among Charlie’s Chalk Dust, LLC, a Delaware limited liability company (“CCD” or the “Company”), the Class A Members, Class B Members, and holders of existing warrants of CCD executing this Agreement (each a “Member” and collectively, “Members |
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| April 30, 2019 |
Exhibit 10.7 Employment Agreement This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of April 26, 2019, by and between True Drink Holdings, Inc., a Nevada corporation (the “Company”), and Brandon Stump(“Executive”). WHEREAS, the Company recognizes that the Executive has had and is expected to continue to have a critical and essential role in guiding the Company and in developing the C |
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| April 30, 2019 |
COMMON STOCK PURCHASE WARRANT TRUE DRINKS HOLDINGS, INC. Exhibit 4.1 Warrant Certificate No. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT |
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| April 30, 2019 |
Exhibit 3.4 |
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| April 30, 2019 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 26th day of April, 2019 by and among True Drinks Holdings, Inc., a Nevada corporation (the “Company”), and the Members and Direct Investors receiving securities in connection with the Securities Exchange Agreement by and among the Company, Charlie’s Chalk Dust, LLC, a |
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| April 30, 2019 |
Exhibit 3.7 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES A CONVERTIBLE PREFERRED STOCK OF TRUE DRINKS HOLDINGS, INC. I, Robert Van Boerum, hereby certify that I am the Chief Executive Officer of True Drinks Holdings, Inc. (the “Corporation”), a corporation incorporated and existing under the Nevada Revised Statutes (the “NRS”) and further do hereby certify: That pursuant to th |
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| April 30, 2019 |
Exhibit 10.8 Employment Agreement This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of April 26, 2019, by and between True Drink Holdings, Inc., a Nevada corporation (the “Company”), and Ryan Stump(“Executive”). WHEREAS, the Company recognizes that the Executive has had and is expected to continue to have a critical and essential role in guiding the Company and in developing the Comp |
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| April 30, 2019 |
KATALYST SECURITIES LLC 630 THIRD AVENUE, 5TH FLOOR NEW YORK, NY 10017 TEL: 212-400-6993 FAX: 212-247-1059 Member: FINRA & SIPC Exhibit 10. |
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| April 30, 2019 |
Exhibit 3.2 FOURTH AMENDED AND RESTATED CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS of SERIES C CONVERTIBLE PREFERRED STOCK of TRUE DRINKS HOLDINGS, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes True Drinks Holdings, Inc., a Nevada corporation (the “Company”), in accordance with the provisions of Sections 78.195, 78.1955 and 78.2055 of the Nevada Revised Statu |
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| April 30, 2019 |
Exhibit 99.1 Charlie’s Chalk Dust, a Pioneering Brand in the Vapor Market, enters into Exchange Agreement with True Drinks Plans to Expand Charlie’s Premium Vapor Products Domestically and Internationally along with the Highly Anticipated Launch of Charlie’s CBD Products IRVINE, CA, April 29, 2019 True Drinks Holdings, Inc. (the “Company” or “True Drinks”) (OTC:TRUU) and Charlie’s Chalk Dust, LLC |
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| April 30, 2019 |
Exhibit 3.6 |
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| April 1, 2019 |
TRUU / True Drinks Holdings, Inc. ANNUAL REPORT (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. |
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| February 1, 2019 |
TRUE DRINKS HOLDINGS, INC. 2 PARK PLAZA, SUITE 1200 IRVINE, CALIFORNIA 92614 TRUE DRINKS HOLDINGS, INC. 2 PARK PLAZA, SUITE 1200 IRVINE, CALIFORNIA 92614 January 28, 2019 Red Beard Holdings, LLC 17595 Harvard Avenue, Suite C511 Irvine, California 92614 Attn: Vincent C. Smith Re: Note Maturity Extension Dear Vincent: Reference is hereby made to that certain Senior Secured Promissory Note in the principal amount of $400,000 issued to Red Beard Holdings, LLC, dated July 25, 2 |
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| February 1, 2019 |
TRUE DRINKS HOLDINGS, INC. 2 PARK PLAZA, SUITE 1200 IRVINE, CALIFORNIA 92614 TRUE DRINKS HOLDINGS, INC. 2 PARK PLAZA, SUITE 1200 IRVINE, CALIFORNIA 92614 January 28, 2019 Juliann M. Perrigo P.O. Box 6923 Incline Village, Nevada 89450 Re: Note Maturity Extension Dear Juliann: Reference is hereby made to that certain Senior Secured Promissory Note in the principal amount of $140,000 issued to Juliann M. Perrigo, dated July 31, 2017 (the “Promissory Note”). Capitalized terms |
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| February 1, 2019 |
TRUE DRINKS HOLDINGS, INC. 2 PARK PLAZA, SUITE 1200 IRVINE, CALIFORNIA 92614 TRUE DRINKS HOLDINGS, INC. 2 PARK PLAZA, SUITE 1200 IRVINE, CALIFORNIA 92614 January 28, 2019 Baker Court, LLC P.O Box 6923 Incline Village, Nevada 89450 Attn: Wade Talkington Re: Note Maturity Extension Dear Wade, Reference is hereby made to that certain Senior Secured Promissory Note in the principal amount of $210,000 issued to Baker Court, LLC, dated July 28, 2017 (the “Promissory Note”). Capi |
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| February 1, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 28, 2019 Commission File Number: 001-32420 True Drinks Holdings, Inc. |
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| January 22, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2019 TRUE DRINKS HOLDINGS, INC. |
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| January 22, 2019 |
ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made as of January 8, 2019 (the “Effective Date”), by and between True Drinks Holdings, Inc. |
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| November 20, 2018 |
EX-10.2 4 ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS PROMISSORY NOTE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITI |
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| November 20, 2018 |
Exhibit 10.1 PROMISSORY NOTE $50,000 September 18, 2018 For value received, True Drinks Holdings, Inc., a Nevada corporation ("Borrower"), promises to pay to the order of Food Labs, Inc., a Nevada corporation, or its assigns ("Lender"), the sum of Fifty Thousand Dollars ($50,000.00) (the "Principal Amount"), interest at the rate of five percent (5%) annually from the date hereof, and the Lender’s |
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| November 20, 2018 |
CERTIFICATE OF AMENDMENT ARTICLES OF INCORPORATION TRUE DRINKS HOLDINGS, INC. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF TRUE DRINKS HOLDINGS, INC. True Drinks Holdings, Inc., a Nevada corporation (the "Corporation"), does hereby certify that: FIRST: This Certificate of Amendment amends the provisions of the Corporation's Articles of Incorporation (the "Articles of Incorporation"). SECOND: The terms and provisions of this Certificate of Amendment h |
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| November 20, 2018 |
TRUU / True Drinks Holdings, Inc. QUARTERLY REPORT (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 TRUE DRINKS HOLDINGS, IN |
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| November 14, 2018 |
TRUU / True Drinks Holdings, Inc. NT 10-Q OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response . |
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| October 9, 2018 |
TRUU / True Drinks Holdings, Inc. DEFINITIVE SCHEDULE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ] Preliminary Information Statement [X] Definitive Information Statement [ ] Confidential for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) True Drinks Holdings, Inc. (Name of Registr |
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| September 24, 2018 |
TRUU / True Drinks Holdings, Inc. PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Definitive Information Statement [ ] Confidential for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) True Drinks Holdings, Inc. (Name of Registr |
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| September 24, 2018 |
TRUU / True Drinks Holdings, Inc. QUARTERLY REPORT (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 TRUE DRINKS HOLDINGS, INC. (E |
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| August 30, 2018 |
TRUU / True Drinks Holdings, Inc. QUARTERLY REPORT (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 TRUE DRINKS HOLDINGS, INC. ( |
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| June 26, 2018 |
TRUU / True Drinks Holdings, Inc. ANNUAL REPORT (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file No. |
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| May 21, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2018 TRUE DRINKS HOLDINGS, INC. |
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| April 27, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2018 Commission File Number: 001-32420 True Drinks Holdings, Inc. |
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| April 11, 2018 |
Exhibit 10.2 SECURED PROMISSORY NOTE Principal Amount: $18,480,619.50 FOR VALUE RECEIVED, TRUE DRINKS, INC. (“TRUE DRINKS”) and TRUE DRINKS HOLDINGS, INC. (“TRUE DRINKS HOLDINGS”) (collectively, the “MAKERS”), acting jointly and severally, hereby promise to pay to the order of NIAGARA BOTTLING, LLC, (“PAYEE”), pursuant to this Secured Promissory Note (“NOTE”), the sum of Eighteen Million Four Hund |
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| April 11, 2018 |
Exhibit 10.1 SECURED PROMISSORY NOTE Principal Amount: $4,644,906.00 Effective date: February 1, 2018 FOR VALUE RECEIVED, TRUE DRINKS, INC. (“TRUE DRINKS”), TRUE DRINKS HOLDINGS, INC. (“TRUE DRINKS HOLDINGS”) and VINCENT C. SMITH (“SMITH”), collectively, the “MAKERS”, acting jointly and severally, hereby promise to pay to the order of NIAGARA BOTTLING, LLC (“PAYEE”), pursuant to this Secured Promi |
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| April 11, 2018 |
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE Exhibit 10.3 THIS SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY T |
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| April 11, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2018 TRUE DRINKS HOLDINGS, INC. |
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| April 11, 2018 |
Exhibit 10.4 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”) is made as of April 5, 2018 by and among True Drinks Holdings, Inc., a Nevada corporation (the “Grantor”), and Red Beard Holdings, LLC, a Delaware limited liability company, holder of the Grantor’s Senior Secured Notes due on or before December 31, 2019, in the original aggregate principal amount of Two Million, Two Hundred |
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| April 2, 2018 |
TRUU / True Drinks Holdings, Inc. NT 10-K OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response . |
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| March 12, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2018 TRUE DRINKS HOLDINGS, INC. |
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| November 14, 2017 |
TRUU / True Drinks Holdings, Inc. QUARTERLY REPORT (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 TRUE DRINKS HOLDINGS, IN |
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| November 6, 2017 |
Financial Statements and Exhibits, Other Events Untitled Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2017 TRUE DRINKS HOLDINGS, INC. |
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| November 6, 2017 |
True Drinks Announces Exploration of Strategic Alternatives; Presenting at Maxim Beverage Conference EX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1 True Drinks Announces Exploration of Strategic Alternatives; Presenting at Maxim Beverage Conference IRVINE, CA – (November 6, 2017) - True Drinks Holdings, Inc. (OTC PINK: TRUU) (the “Company” or “True Drinks”), makers of AquaBall® Naturally Flavored Water, the healthiest children's beverage on the market and Bazi® All Natural Energy, today announce |
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| September 26, 2017 |
True Drinks Provides Management Update SEC Connect Exhibit 99.1 True Drinks Provides Management Update IRVINE, CA ? (September 26, 2017) - True Drinks Holdings, Inc. (OTC PINK: TRUU), makers of AquaBall? Naturally Flavored Water, the healthiest children's beverage on the market and Bazi? All Natural Energy drink, today provided an update for the year ending December 31, 2017. Over the past 15 months, True Drinks has made significant im |
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| September 26, 2017 |
8-K 1 truu8ksep262017.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2017 TRUE DRINKS HOLDINGS, INC. (Exact name of Registrant as specified in its Charter) Nevada 001-32420 84-1575085 (State or other |
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| August 9, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events SEC Connect UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2017 TRUE DRINKS HOLDINGS, INC. |
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| August 9, 2017 |
True Drinks Announces Record First Half Results EX-99.1 2 ex99-1.htm PRESS RELEASE, DATED AUGUST 9, 2017. Exhibit 99.1 True Drinks Announces Record First Half Results IRVINE, CA – (Marketwire – August 9, 2017) – True Drinks Holdings, Inc. (OTC PINK: TRUU), makers of AquaBall(R) Naturally Flavored Water, the healthiest children’s beverage on the market with no sugar, preservatives, calories, or artificial flavors, today announced its financial r |
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| August 9, 2017 |
TRUU / True Drinks Holdings, Inc. FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 TRUE DRINKS HOLDINGS, INC. (E |
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| August 1, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2017 TRUE DRINKS HOLDINGS, INC. |
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| August 1, 2017 |
SEC Connect Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT (this ?Agreement?) is made as of July , 2017 by and among True Drinks Holdings, Inc., a Nevada corporation (the ?Grantor?), and each holder of the Grantor?s Senior Secured Notes due months following their issuance, in the original aggregate principal amount of $ (the ?Notes?) (together with its endorsees, transferees and assigns, |
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| August 1, 2017 |
WARRANT TO PURCHASE COMMON STOCK TRUE DRINKS HOLDINGS, INC. SEC Connect Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Dated: July , 2017 Warr |
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| August 1, 2017 |
SENIOR SECURED PROMISSORY NOTE SEC Connect Exhibit 10.1 THIS SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF RE |
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| May 16, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2017 TRUE DRINKS HOLDINGS, INC. |
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| May 16, 2017 |
True Drinks Announces Record First Quarter Results Blueprint True Drinks Announces Record First Quarter Results IRVINE, CA ? (Marketwire ? May 16, 2017) ? True Drinks Holdings, Inc. |
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| May 15, 2017 |
True Drinks Holdings FORM 10-Q (Quarterly Report) SEC Connect UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 001-32420 TRUE DRINKS HOLD |
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| May 9, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2017 TRUE DRINKS HOLDINGS, INC. |
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| April 18, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2017 TRUE DRINKS HOLDINGS, INC. |
