0000930413-21-001633.txt : 20210921 0000930413-21-001633.hdr.sgml : 20210921 20210921163045 ACCESSION NUMBER: 0000930413-21-001633 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210921 DATE AS OF CHANGE: 20210921 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Charlie's Holdings, Inc. CENTRAL INDEX KEY: 0001134765 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 841575085 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79847 FILM NUMBER: 211266833 BUSINESS ADDRESS: STREET 1: 1007 BRIOSO DR. CITY: COSTA MESA STATE: CA ZIP: 92627 BUSINESS PHONE: 949-570-0691 MAIL ADDRESS: STREET 1: 1007 BRIOSO DR. CITY: COSTA MESA STATE: CA ZIP: 92627 FORMER COMPANY: FORMER CONFORMED NAME: True Drinks Holdings, Inc. DATE OF NAME CHANGE: 20130122 FORMER COMPANY: FORMER CONFORMED NAME: BAZI INTERNATIONAL, INC. DATE OF NAME CHANGE: 20100803 FORMER COMPANY: FORMER CONFORMED NAME: XELR8 HOLDINGS, INC. DATE OF NAME CHANGE: 20070321 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Iroquois Capital Management, LLC CENTRAL INDEX KEY: 0001481867 IRS NUMBER: 010786483 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK, STATE: NY ZIP: 10022 BUSINESS PHONE: 212.974.3070 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK, STATE: NY ZIP: 10022 SC 13G 1 c102324_sc13g.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. )*

 

Charlie’s Holdings, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

16077A101

(CUSIP Number)

 

August 4, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o  Rule 13d-1(b)

x Rule 13d-1(c)

o  Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  

CUSIP No. 16077A101 Schedule 13G Page 1 of 11

 

1

Names of Reporting Persons

Iroquois Capital Management L.L.C.

 

2 Check the Appropriate Box if a Member of a Group

(a) o
(b) o

3 SEC Use Only


4 Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With 5

Sole Voting Power

 

               0

  
6

Shared Voting Power

 

3,029,788*

 

  
7

Sole Dispositive Power

 

               0

  
8

Shared Dispositive Power

 

3,029,788*

 

  
9 Aggregate Amount Beneficially Owned by Each Reporting Person

     3,029,788*

10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     Not Applicable

11 Percent of Class Represented by Amount in Row 9

     1.5%*

12 Type of Reporting Person

     OO (Limited Liability Company)
         

* See Item 4

  

CUSIP No. 16077A101 Schedule 13G Page 2 of 11

 

1

Names of Reporting Persons

Iroquois Master Fund Ltd.

 

2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
3 SEC Use Only


4

Citizenship or Place of Organization

Cayman Islands

 

Number of Shares Beneficially Owned by Each Reporting Person With 5

Sole Voting Power

 

               0

  
6

Shared Voting Power

 

3,029,788*

 

  
7

Sole Dispositive Power

 

               0

  
8

Shared Dispositive Power

 

3,029,788*

 

  
9 Aggregate Amount Beneficially Owned by Each Reporting Person

     3,029,788*

10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     Not Applicable

11 Percent of Class Represented by Amount in Row 9

     1.5%*

12 Type of Reporting Person

     CO
         

* See Item 4

  

CUSIP No. 16077A101 Schedule 13G Page 3 of 11

 

1

Names of Reporting Persons

Iroquois Capital Investment Group LLC

 

2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
3 SEC Use Only


4 Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With 5

Sole Voting Power

 

               0

  
6

Shared Voting Power

 

14,851,386*

 

  
7

Sole Dispositive Power

 

               0

  
8

Shared Dispositive Power

 

14,851,386*

 

  
9 Aggregate Amount Beneficially Owned by Each Reporting Person

     14,851,386*

10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     Not Applicable

11 Percent of Class Represented by Amount in Row 9

     6.4%*

12 Type of Reporting Person

     OO (Limited Liability Company)
         

* See Item 4

  

CUSIP No. 16077A101 Schedule 13G Page 4 of 11

 

1

Names of Reporting Persons

Kensington Investment Partners LLC

 

2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
3 SEC Use Only


4 Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned by Each Reporting Person With 5

Sole Voting Power

 

               0

  
6

Shared Voting Power

 

        2,000

 

  
7

Sole Dispositive Power

 

               0

  
8

Shared Dispositive Power

 

        2,000

 

  
9 Aggregate Amount Beneficially Owned by Each Reporting Person

     2,000

10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     Not Applicable

11 Percent of Class Represented by Amount in Row 9

     Less than 1.0%

12 Type of Reporting Person

     OO (Limited Liability Company)
         
  

CUSIP No. 16077A101 Schedule 13G Page 5 of 11

 

1

Names of Reporting Persons

Richard Abbe

 

2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
3 SEC Use Only


4 Citizenship or Place of Organization

United States

Number of Shares Beneficially Owned by Each Reporting Person With 5

Sole Voting Power

 

               0

  
6

Shared Voting Power

 

14,851,386*

 

  
7

Sole Dispositive Power

 

               0

  
8

Shared Dispositive Power

 

14,851,386*

 

  
9 Aggregate Amount Beneficially Owned by Each Reporting Person

     14,851,386*

10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     Not Applicable

11 Percent of Class Represented by Amount in Row 9

     6.4%*

12 Type of Reporting Person

     IN
         

* See Item 4

  

CUSIP No. 16077A101 Schedule 13G Page 6 of 11

 

1

Names of Reporting Persons

Kimberly Page

 

2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
3 SEC Use Only


4

Citizenship or Place of Organization

United States

 

Number of Shares Beneficially Owned by Each Reporting Person With 5

Sole Voting Power

 

               0

  
6

Shared Voting Power

 

3,029,788*

 

  
7

Sole Dispositive Power

 

               0

  
8

Shared Dispositive Power

 

3,029,788*

 

  
9 Aggregate Amount Beneficially Owned by Each Reporting Person

     3,029,788*

10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

     Not Applicable

11 Percent of Class Represented by Amount in Row 9

     1.5%*

12 Type of Reporting Person

     IN
         

* See Item 4

  

CUSIP No. 16077A101 Schedule 13G Page 7 of 11

 

ITEM 1. (a) Name of Issuer:

 

Charlie’s Holdings, Inc. (the “Issuer”)

 

  (b) Address of Issuer’s Principal Executive Offices:

 

1007 Brioso Drive
Costa Mesa, CA 92627

 

ITEM 2. (a) Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

 

Iroquois Capital Management L.L.C. (“Iroquois Capital”)

Iroquois Master Fund Ltd. (“Iroquois Master Fund”)

Iroquois Capital Investment Group LLC (“ICIG”)

Kensington Investment Partners LLC (“Kensington”)

Richard Abbe

Kimberly Page

 

  (b) Address or Principal Business Office:

 

The address for each of the Reporting Persons is 25 Park Avenue, 25th Floor, New York, NY 10017.

 

  (c) Citizenship of each Reporting Person is:

 

Iroquois Master Fund is organized in the Cayman Islands. Mr. Abbe and Ms. Page are citizens of the United States of America. Each of the other reporting persons is organized under the laws of the state of Delaware.

 

  (d) Title of Class of Securities:

 

Common Stock, par value $0.001 per share (the “Common Stock”).

 

  (e) CUSIP Number:

 

16077A101

 

ITEM 3.  

 

Not applicable.

  

CUSIP No. 16077A101 Schedule 13G Page 8 of 11

 

ITEM 4. Ownership.

 

(a-c)

 

The ownership information presented below represents beneficial ownership of shares of Common Stock of the Issuer by the Reporting Persons as of the date hereof, based upon 203,212,592 shares of Common Stock outstanding as of August 5, 2021, and, where appropriate, assumes issuance of shares underlying warrants, as described below.

 

Reporting Person  Amount
beneficially
owned		  Percent
of class:		  Sole
power
to vote
or to
direct
the vote:		  Shared
power to
vote or to
direct the
vote:		  Sole
power to
dispose or
to direct
the
disposition
of:		  Shared
power to
dispose or
to direct
the
disposition
of:
Iroquois Capital Management L.L.C.  3,029,788  1.5%  0  3,029,788  0  3,029,788
Iroquois Master Fund Ltd.  3,029,788  1.5%  0  3,029,788  0  3,029,788
Iroquois Capital Investment Group LLC  14,851,386  6.4%  0  14,851,386  0  14,851,386
Kensington Investment Partners LLC  2,000  *  0  2,000  0  2,000
Richard Abbe  17,883,174  6.4%  0  17,883,174  0  17,883,174
Kimberly Page  3,029,788  1.5%  0  3,029,788  0  3,029,788

 

 

* Represents less than 1%

 

The amounts reflected in the table above consists of (i) 12,946,743 shares of Common Stock, which includes (a) 10,761,200 shares of Common Stock held of record by ICIG, (b) 2,183,543 shares of Common Stock held of record by Iroquois Master Fund, and (c) 2,000 shares of Common Stock held of record by Kensington; (ii) 4,090,186 shares of Common Stock issuable upon exercise of a warrant held of record by ICIG; and (iii) 846,245 shares of Common Stock issuable upon exercise of a warrant held of record by Iroquois Master Fund.

 

Pursuant to the terms of the warrants, ICIG and Iroquois Master Fund may exercise the warrants only to the extent that doing so would not result in the Reporting Persons becoming the beneficial owners of more than 4.99% of the then-outstanding shares of Common Stock, after accounting for the Common Stock to be issued at the time of any such warrant exercise (the “Blocker Provision”). As such, the amount of securities reported as beneficially owned in the table above includes the number of shares of Common Stock that would be issuable upon exercise of such warrants, without giving effect to Blocker Provision, which amount is greater than the actual number of shares of Common Stock beneficially owned by each such Reporting Person after giving effect to the Blocker Provision. Similarly, the percent of class reported above assumes issuance of the shares underlying the warrants to the extent the amount is equal to or less than 4.99%, but not to the extent that it exceeds 4.99%.

  

CUSIP No. 16077A101 Schedule 13G Page 9 of 11

 

Mr. Abbe is the President of Iroquois Capital, which is the investment advisor for Iroquois Master Fund. Mr. Abbe and Ms. Page are the directors of Iroquois Master Fund. As such, each of Mr. Abbe and Ms. Page may be deemed to share beneficial ownership of the securities beneficially owned by Iroquois Master Fund. Mr. Abbe is also the manager of each of ICIG and Kensington. As such, Mr. Abbe may also be deemed to share beneficial ownership of the securities held by ICIG and Kensington.

 

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.

 

ITEM 5. Ownership of Five Percent or Less of a Class.
   
  Not applicable.
   
ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person.
   
  Not applicable.
   
ITEM 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.
   
  Not applicable.
   
ITEM 8. Identification and Classification of Members of the Group.
   
  Not applicable.
   
ITEM 9. Notice of Dissolution of Group.
   
  Not applicable.
   
ITEM 10. Certification.
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
  

CUSIP No. 16077A101 Schedule 13G Page 10 of 11

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: September 21, 2021

       
  Iroquois Capital Management LLC
   
  By: /s/ Richard Abbe  
  Name: Richard Abbe  
  Title: President  
       
  Iroquois Master Fund Ltd.
       
  By: /s/ Richard Abbe  
  Name: Richard Abbe  
  Title: Director  
       
  Iroquois Capital Investment Group LLC
       
  By: /s/ Richard Abbe  
  Name: Richard Abbe  
  Title: Manager  
       
  Kensington Investment Partners LLC
       
  By: /s/ Richard Abbe  
  Name: Richard Abbe  
  Title: Manager  
       
  Richard Abbe
       
  /s/ Richard Abbe  
       
  Kimberly Page
       
  /s/ Kimberly Page  
  

CUSIP No. 16077A101 Schedule 13G Page 11 of 11

 

LIST OF EXHIBITS

 

Exhibit No.   Description  
       
99   Joint Filing Agreement.
  
 EX-99 2 c102324_ex99.htm

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. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 21st day of September, 2021.

 

  Iroquois Capital Management LLC
       
  By: /s/ Richard Abbe  
  Name: Richard Abbe  
  Title: President  
       
  Iroquois Master Fund Ltd.
       
  By: /s/ Richard Abbe  
  Name: Richard Abbe  
  Title: Director  
       
  Iroquois Capital Investment Group LLC
       
  By: /s/ Richard Abbe  
  Name: Richard Abbe  
  Title: Manager  
       
  Kensington Investment Partners LLC
       
  By: /s/ Richard Abbe  
  Name: Richard Abbe  
  Title: Manager  
       
  Richard Abbe
       
  /s/ Richard Abbe  
       
  Kimberly Page
       
  /s/ Kimberly Page