chuc8k_june162021
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.
(Exact
name of registrant as specified in its charter.)
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Nevada
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84-1575085
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(State
or other jurisdiction of incorporation or
organization)
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(IRS
Employer Identification No.)
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1007 Brioso Drive, Costa Mesa, California 92627
(Address
of principal executive offices)
949-203-3500
(Registrant's
Telephone number)
Not Applicable
(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))
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. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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N/A
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CHUC
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N/A
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Item 3.03 Material Modification to Rights of Security
Holders.
The
Board of Directors of Charlie’s Holdings, Inc., a Nevada
corporation (the “Company”), has approved a reverse
stock split of the Company’s authorized, issued and
outstanding shares of common stock, par value $0.001 per share (the
“Common
Stock”), at a ratio of 1-for-100 (the
“Reverse
Split”). The Reverse Split was effective as of June
16, 2021 (the “Effective
Date”).
Reason for the Reverse Stock Split
The
Company is effecting the Reverse Split in order to reduce the
number of issued shares of Common Stock to increase their
marketability to a wider range of investors, to qualify for listing
on the OTCQB, and to provide for a more manageable number of issued
and outstanding shares of Common Stock relative to the number that
existed prior to consummation of the Reverse Split.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number.
The
Reverse Split became effective and the Common Stock began trading
on a split-adjusted basis at the open of business on the Effective
Date. In connection with the Reverse Split, the CUSIP number for
the Common Stock changed to 160770A 200. The trading symbol for the
Company, "CHUC", remains unchanged; however, In accordance with
FINRA's procedures for reverse stock splits, the Company's Common
Stock will trade on a post-split basis under the temporary symbol
"CHUCD" for 20 trading days to signify that the reverse stock split
has occurred, after which time the symbol will revert back to
"CHUC".
Split Adjustment; Treatment of Fractional
Shares.
On the
Effective Date, the total number of shares of Common Stock held by
each stockholder of the Company was converted automatically into
the number of shares of Common Stock equal to the number of issued
and outstanding shares of Common Stock held by each such
stockholder immediately prior to the Reverse Split divided by 100.
The Company will issue one whole share of the post-Reverse Split
Common Stock to any stockholder who otherwise would have received a
fractional share as a result of the Reverse Split, determined at
the beneficial owner level by share certificate. As a result, no
fractional shares will be issued in connection with the Reverse
Split and no cash or other consideration will be paid in connection
with any fractional shares that would otherwise have resulted from
the Reverse Split. The Company intends to treat stockholders
holding shares of Common Stock in “street name” (that
is, held through a bank, broker or other nominee) in the same
manner as stockholders of record whose shares of Common Stock are
registered in their names. Banks, brokers or other nominees will be
instructed to effect the Reverse Split for their beneficial holders
holding shares of our Common Stock in “street name;”
however, these banks, brokers or other nominees may apply their own
specific procedures for processing the Reverse Split.
Also on
the Effective Date, all options, warrants and other convertible
securities of the Company outstanding immediately prior to the
Reverse Split will be adjusted by dividing the number of shares of
Common Stock into which the options, warrants and other convertible
securities are exercisable or convertible by 100 and multiplying
the exercise or conversion price thereof by 100, all in accordance
with the terms of the plans, agreements or arrangements governing
such options, warrants and other convertible securities and subject
to rounding to the nearest whole share.
Certificated and Non-Certificated Shares.
Stockholders who
are holding their shares in electronic form at brokerage firms do
not need to take any action, as the effect of the Reverse Split
will automatically be reflected in their brokerage
accounts.
Stockholders
holding paper certificates may (but are not required to) send the
certificates to the Company’s transfer agent and registrar,
Equiniti (“Equiniti”) at the address set
forth below. Equiniti will issue a new stock certificate reflecting
the Reverse Split to each requesting stockholder. Equiniti can be
contacted at (651) 306-4403.
Equiniti
1110
Centre Pointe Curve, Suite 101
Mendota
Heights, MN 55120
Attention:
Corporate Actions Departments
Nevada State Filing.
The
Company effected the Reverse Split as a result of the filing of a
Certificate of Change (the “Certificate”) with the Secretary
of State of the State of Nevada on June 14, 2021, in accordance
with Nevada Revised Statutes (“NRS”) Section 78.209. Under
Nevada law, no amendment to the Company’s Articles of
Incorporation was required in connection with the Reverse Split. A
copy of the Certificate is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
No Stockholder Approval Required.
Under
Nevada law, because the Reverse Split was approved by the Board of
Directors of the Company in accordance with NRS Section 78.207, no
stockholder approval is required. Pursuant to NRS Section 78.207,
the Company may effect the Reverse Stock Split without stockholder
approval if (i) both the number of authorized shares of the Common
Stock and the number of issued and outstanding shares of the Common
Stock are proportionally reduced as a result of the Reverse Split;
(ii) the Reverse Split does not adversely affect any other class of
stock of the Company; and, (iii) the Company does not pay money or
issue scrip to stockholders who would otherwise be entitled to
receive a fractional share as a result of the Reverse Split. As
described herein, the Reverse Split complies with such
requirements.
Capitalization.
The
Company was authorized to issue 50.0 billion shares of Common
Stock. As a result of the Reverse Split, the Company will be
authorized to issue 500.0 million shares of Common Stock. As of
June 15, 2021, there were 20,316,393,493 shares of Common Stock
outstanding. As a result of the Reverse Split, there will be
approximately 203,163,935 shares of Common Stock outstanding
(subject to adjustment due to the effect of rounding fractional
shares into whole shares). The Reverse Split will not have any
effect on the stated par value of the Common Stock.
The
Reverse Split does not affect the Company’s authorized
preferred stock. After the Reverse Split, the Company’s
authorized preferred Stock of 5,000,000 shares will remain
unchanged.
Immediately after
the Reverse Split, each stockholder’s percentage ownership
interest in the Company and proportional voting power will remain
virtually unchanged except for minor changes and adjustments that
will result from rounding fractional shares into whole shares. The
rights and privileges of the holders of shares of Common Stock will
be substantially unaffected by the Reverse Split.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The
information set forth in Item 3.03 of this Current Report on Form
8-K is hereby incorporated by reference into this Item 5.03. A copy
of the Certificate is filed as Exhibit 3.1 to this Current Report
on Form 8-K.
Item 7.01 Regulation FD Disclosure
On June
15, 2021, the Company issued a press release disclosing the Reverse
Split. A copy of the Company's press release is attached as Exhibit
99.1 to this Current Report on Form 8-K. The information in this
Current Report on Form 8-K under Item 7.01, including the
information contained in Exhibit 99.1, is being furnished to the
Securities and Exchange Commission, and shall not be deemed to be
“filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section, and shall not be deemed to be
incorporated by reference into any filing under the Securities Act
of 1933 or the Securities Exchange Act of 1934, except as shall be
expressly set forth by a specific reference in such
filing.
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.
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Charlie's Holdings, Inc.
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Date:
June 16, 2021
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By:
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/s/
Matthew P. Montesano
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Matthew
P. Montesano
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Chief
Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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Certificate
of Change for Charlie’s Holdings, Inc., effective as of June
14, 2021
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Press
Release, issued by Charlie's Holdings, Inc., dated June 15,
2021
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