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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.
(Exact name of registrant as specified in its
charter.)
Nevada
(State
or other jurisdiction of incorporation or
organization)
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84-1575085
(IRS
Employer Identification No.)
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1007 Brioso Dr., Costa Mesa, California 92627
(Address of principal executive offices)
949-531-6855
(Registrant's Telephone number)
True Drinks Holdings, Inc.
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Common
Stock, par value $0.001 per share
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CHUC
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OTC
Pink Marketplace
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2)
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. [
]
Item 3.03 Material Modification to Rights of Security
Holders.
See
Item 5.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
On June
27, 2019, True Drinks Holdings, Inc. (the “Company”) amended its Articles of
Incorporation to change the name of the Company to
“Charlie’s Holdings, Inc.” (the
“Name Change”),
as well as to increase the number of shares of the Company’s
common stock, par value $0.001 per share (“Common Stock”), authorized for
issuance under the Company’s Articles of Incorporation from
7.0 billion shares to 50.0 billion shares (the “Authorized Share
Increase”). The Name Change and Authorized Share
Increase were effected through the filing with the Secretary of
State of the State of Nevada of a Certificate of Amendment to the
Company’s Articles of Incorporation (the “Amendment”), a copy of which is
attached as Exhibit 3.1 to this Current Report on Form
8-K.
As
disclosed in the Company’s Definitive Information Statement
(“Information
Statement”), filed with the Securities and Exchange
Commission (“SEC”) on May 28, 2019 and mailed
to the Company’s stockholders on or about June 3, 2019, the
Name Change and Authorized Share Increase were approved by the
Company’s Board of Directors and by written consent of
holders of a majority of the Company’s outstanding voting
securities on May 8, 2019. More information about the Name Change
and Authorized Share Increase can be found in the Company’s
Information Statement.
In
connection with the Amendment, all of the Company’s Series B
Convertible Preferred Stock, par value $0.001, were automatically
converted into approximately 13,963,047,716 shares of Common
Stock.
The
Name Change will become effective with the OTC Pink Market at the
opening of trading on July 3, 2019 under the symbol
“CHUC” to better reflect the new name of the
Company. The Company’s new CUSIP number is
16077A101.
The
foregoing description of the Amendment does not purport to be
complete, and is qualified in its entirety by reference to the full
text of the Certificate of Amendment, a copy of which is filed as
Exhibit 3.1 to this Current Report on Form 8-K and incorporated by
reference herein.
Item 8.01 Other Events
On July
2, 2019, the Company issued a
press release announcing the Company’s name change and ticker
symbol change, and providing certain information to stockholders. A
copy of the Company’s press release is attached as Exhibit
99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
See
Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
Date: July
2, 2019
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Charlie’s Holdings, Inc.
By: /s/
David Allen
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Name: David Allen
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Title: Chief Financial Officer
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Exhibit Index
Exhibit No.
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Description
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Certificate
of Amendment to Articles of Incorporation
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Press
Release dated July 2, 2019
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