S-8

As filed with the Securities and Exchange Commission on May 18, 2023

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

CHARLOTTE’S WEB HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

British Columbia	98-1508633
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

700 Tech Court

Louisville, Colorado 80027

(Address of principal executive offices)

CHARLOTTE’S WEB HOLDINGS, INC. AMENDED 2018 LONG-TERM INCENTIVE PLAN

(Full title of the plan)

C T Corporation System

1015 15th Street N.W., Suite 1000

Washington, D.C., 20005

(Name and address of agent for service)

(720) 484-8930

(Telephone number, including area code, of agent for service)

Copies to:

Christopher P. Giordano, Esq.

Penny J. Minna, Esq.

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, NY 10020

(212) 335-4500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Charlotte's Web Holdings, Inc. (the “Registrant”) for the purpose of registering an additional 1,483,939 shares of the Registrant’s common shares, without par value (the “Common Shares”), that may become issuable under the Charlotte’s Web Holdings, Inc. Amended 2018 Long-Term Incentive Plan (the “Plan”). The additional 1,483,939 Common Shares have become reserved for issuance as a result of the operation of the automatic increase provision of the Plan. Pursuant to such provision, on January 1 of each year, commencing with its 2022 fiscal year, the number of shares authorized for issuance under the Plan is automatically increased by a number equal to ten percent of the issued and outstanding Common Shares, on an as converted basis, as of the end of the Registrant’s immediately preceding fiscal year, less any number of Common Shares that are issuable pursuant to the CWB Holdings, Inc. 2015 Stock Option Plan, as amended (the “Legacy Plan”).

These additional Common Shares are securities of the same class as other securities for which a registration statement on Form S-8 (File No. 333-262006), as amended by Post-Effective Amendment No. 1, was filed with the Securities and Exchange Commission (the “SEC”) on January 4, 2022, and January 25, 2022, respectively (the “Prior Registration Statement”). In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the new information set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the SEC are hereby incorporated herein by reference (except for the portions thereof “furnished,” but not “filed,” which are deemed not to be incorporated by reference into this Registration Statement):

• the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 23, 2023, including the description of Registrant’s Common Stock contained in Exhibit 4.3 thereto;

• the information specifically incorporated by reference into the Form 10-K for the fiscal year ended December 31, 2022 from the Registrant’s definitive proxy statement on Schedule 14A, filed on April 28, 2023;

• the Registrant’s Quarterly Report on Form 10-Q filed on May 12, 2023;

• the Registrant’s Current Reports on Form 8-K, filed with the SEC on April 3, 2023, April 7, 2023, and May 12, 2023;

• the description of the Registrant’s Common Shares contained in the registration statement on Form 10 filed with the Commission on November 5, 2021, as amended December 22, 2021, and as further amended on January 25, 2022, and as may be subsequently amended from time-to-time, incorporated by reference herein pursuant to (a) above, including any amendment or report filed for the purposes of updating such description; and

All documents filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) subsequent to the date hereof and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents, except that the portion of any document “furnished” but not “filed” shall not be incorporated by reference herein. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed modified, superseded or replaced for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement modifies, supersedes or replaces such statement.

Item 8. Exhibits.

Exhibit  No.	Description	Location
4.1	Articles of Charlotte’s Web Holdings, Inc.	Exhibit 3.1 to the Registration Statement on Form 10 (File No. 000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.
4.2	Notice of Articles	Exhibit 3.2 to the Registration Statement on Form 10 (File No. 000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.
5.1*	Opinion of DLA Piper Canada.	Filed herewith.
23.1*	Consent of Ernst & Young LLP.	Filed herewith.
23.2*	Consent of DLA Piper Canada (contained in Exhibit 5.1 hereto).	Filed herewith.
24.1	Power of Attorney (contained on signature page hereto).	Filed herewith.
99.1	Charlotte’s Web Holdings, Inc. 2018 Long-Term Incentive Plan dated August 23, 2018	Exhibit 10.14 to the Registration Statement on Form 10 (File No. 000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.
99.2	Charlotte’s Web Holdings, Inc. Amended 2018 Long-Term Incentive Plan dated April 29, 2021	Exhibit 10.15 to the Registration Statement on Form 10 (File No. 000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.
99.3*	Form of Restricted Stock Award Agreement for Employees to the 2018 Long-Term Incentive Plan (2023 amendment)	Filed herewith.
99.4	Form of Restricted Stock Award Agreement for Directors to the 2018 Long Term Incentive Plan.	Exhibit 10.17.1 to the Registration Statement on Form 10 (File No. 000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.
99.5*	Form of Nonqualified Stock Option Award to the 2018 Long-Term Incentive Plan (2023 amendment).	Filed herewith.
107.1*	Filing Fee Table	Filed herewith.

*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Louisville, Colorado, on May 18, 2023.

CHARLOTTE’S WEB HOLDINGS, INC.
By:	/s/ Jacques Tortoroli
	Jacques Tortoroli
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitute and appoint Jacques Tortoroli, Jessica Saxton and Stephen Rogers, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jacques Tortoroli	Chief Executive Officer and Director (Principal Executive Officer)
Jacques Tortoroli		May 18, 2023
/s/ Jessica Saxton	Chief Financial Officer and Principal Accounting Officer (PrincipalFinancial Officer and
Jessica Saxton	Principal Accounting Officer)	May 18, 2023
/s/ Jonathan Atwood	Director
Jonathan Atwood		May 18, 2023
/s/John Held	Director
John Held		May 18, 2023
/s/Thomas Lardieri	Director
Thomas Lardieri		May 18, 2023
/s/Alicia Morga	Director
Alicia Morga		May 18, 2023
/s/Susan Vogt	Director
Susan Vogt		May 18, 2023

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Table

Form S-8
(Form Type)

Charlotte's Web Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate Offering Price(2)	Fee Rate	Amount of Registration Fee
Newly Registered Securities*
Fees to Be Paid	Equity	Common Shares	457(c) and 457(h)	1,483,939 (3)	$0.3075	$456,311.25	0.00011020	$50.26
	Total Offering Amounts					$456,311.25		$50.26
	Total Fees Previously Paid							—
	Total Fee Offsets							—
	Net Fee Due							$50.26

(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover additional common shares, no par value, of Charlotte’s Web Holdings, Inc. (the “Company”), which may become issuable by reason of any stock split, stock dividend, recapitalization or other similar transaction effected without consideration which results in an increase in the number of the Company’s outstanding shares of common stock.

(2)Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act. The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices for the common stock as reported on as reported by the OTCQX Best Market on May 16, 2023.

(3)Represents additional Common Shares of the Company issuable under the Charlotte’s Web Holdings, Inc. Amended 2018 Long-Term Incentive Plan (the “Plan”). Common Shares issuable under the Plan include awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards.

EX-5.1

Exhibit 5.1

	DLA Piper (Canada) LLP Suite 2800, Park Place 666 Burrard St Vancouver BC V6C 2Z7 www.dlapiper.com

FILE NUMBER: 100712-00001

May 18, 2023

DELIVERED BY MAIL

Charlotte’s Web Holdings, Inc.

700 Tech Court

Louisville, CO

80027

Ladies and Gentlemen:

Re: Charlotte’s Web Holdings, Inc. - Registration Statement on Form S-8

We are Canadian counsel to Charlotte’s Web Holdings, Inc. (the “Company”), a company existing under the Business Corporations Act (British Columbia), in connection with the preparation and filing with the United States Securities and Exchange Commission of a registration statement (the “Registration Statement”) on Form S-8 under the United States Securities Act of 1933, as amended (the “Act”) with respect to an aggregate of 1,483,939 common shares of the Company (the “CommonShares”) issuable under the Company’s amended 2018 long term incentive plan approved by the Company's board of directors on April 29, 2021 (the “LTIP”).

For the purposes of the opinions expressed below, we have considered such questions of law, made such investigations, and examined originals or copies, certified or otherwise identified to our satisfaction, of the certificates of public officials and other certificates, documents and records, that we considered necessary or relevant.

We have relied exclusively upon the documents and records we examined with respect to the accuracy of the factual matters contained in them and we have not performed any independent investigation or verification of those factual matters. We have assumed those factual matters were accurate on the date given and continue to be accurate as of the date of this opinion letter.

For the purposes of the opinions expressed below, we have assumed, without independent investigation or inquiry, that, with respect to all documents examined by us, all documents submitted to us as originals are authentic, and all documents submitted to us as copies conform to the authentic original documents.

The opinions expressed in this opinion letter are limited to the laws of the province of British Columbia and the federal laws of Canada applicable in that province. Based upon and subject to the foregoing and to the qualifications set forth in this opinion letter we are of the opinion that:

a.the Company has taken all necessary corporate action to authorize the issue of the Common Shares; and

b.upon the due and proper exercise of awards granted, or awards to be granted in the future, under the LTIP (including payment of any exercise price for the Common Shares), the

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Common Shares issuable upon the settlement of such awards will be issued as fully paid and non-assessable Common Shares.

We consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, however, we do not admit that we are “experts” within the meaning of Section 11 of the Act as amended, or within the category of persons whose consent is required by Section 7 of the Act.

The opinions set out in this opinion letter speak only as of the date of this opinion, and by giving them, we do not undertake to advise the addressee or otherwise update or supplement this opinion letter to reflect any facts or circumstances or any changes in laws which may occur after the date of this opinion, or consider the applicability or correctness of this opinion to any person other than the addressee.

This opinion is delivered exclusively for use in connection with the filing by the Company of the Registration Statement, and is not to be used or relied upon for any other reason without our prior written consent.

Yours truly,

/s/ DLA Piper (Canada) LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-XXXXX) pertaining to the Charlotte’s Web Holdings, Inc. Amended 2018 Long-Term Incentive Plan of our report dated March 23, 2023, with respect to the consolidated financial statements of Charlotte’s Web Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Denver, Colorado
May 18, 2023

EX-99.3

Exhibit 99.3

CHARLOTTE’S WEB HOLDINGS, INC.

AMENDED 2018 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

Charlotte’s Web Holdings, Inc. (the “Company”) has granted you an award (the “Award”) of Restricted Stock Units (the “Units”) under the Charlotte’s Web Holdings, Inc. Amended 2018 Long-Term Incentive Plan (the “Plan”). Each Unit represents the right to receive one Common Share if, and to the extent, the Award becomes vested. The terms of the grant are set forth in the Restricted Stock Units Award Agreement attached hereto (the “Agreement”). The following provides a summary of the key terms of the Award; however, you should read the entire Agreement, along with the terms of the Plan, to fully understand the grant.

SUMMARY OF GRANT

Grantee:
Date of Grant:
Vesting/ Schedule:	Date Number
Total Number of Units Granted:

The above is a summary description of certain provisions of the Agreement and is not intended to be complete. In the event any aspect of this summary conflicts with the terms of the Agreement, the terms of the Agreement shall govern.

[Signature page to follow.]

Company Authorization:

The Corporation hereby authorizes this Restricted Stock Unit Award.

CHARLOTTE’S WEB HOLDINGS, INC.
Per:
	Name: Stephen Rogers Title: SVP, General Counsel

Grantee Acceptance:

By signing the acknowledgement below, the Grantee agrees to be bound by the terms and conditions of the Plan, the Agreement and this Summary of Grant and accepts the grant in accordance with the terms of this Summary of Grant, the Agreement and the Plan. The Grantee will accept as binding, conclusive and final all decisions or interpretations of the Administrator (as defined herein) upon any questions arising under the Plan, this Summary of Grant or the Agreement.

Grantee:

Date:

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CHARLOTTE’S WEB HOLDINGS, INC.

AMENDED 2018 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) entered into as of the grant date set forth on the attached Notice of Grant of Award and Award Agreement (the “Notice”), by and between Charlotte’s Web Holdings, Inc. (the “Company”) and the participant named on the Notice (the “Grantee”). Capitalized terms used in this Agreement that are not defined herein have the meaning set forth in the Plan.

RECITALS

A.    The Charlotte’s Web Holdings, Inc. Amended 2018 Long-Term Incentive Plan (the “Plan”) provides for the grant of Restricted Stock Units, with each Restricted Stock Unit (each, a “Unit”) representing the right to receive one Common Share (each, a “Share”) if and to the extent the Award becomes vested. The Company has decided to award Restricted Stock Units to the Grantee as an inducement for the Grantee to promote the best interests of the Company and its stockholders.

B.     The Company has awarded the Grantee Restricted Stock Units under the Plan (the “Award”), as set forth on the Notice, subject to the terms and conditions of this Agreement.

C.    The terms and conditions of the Award should be construed and interpreted in accordance with the terms and conditions of this Agreement and the Plan. The Plan is administered and interpreted by the Administrator to which the Board has delegated power to act under or pursuant to the provisions of the Plan. The Administrator may delegate authority to one or more subcommittees as it deems appropriate. If a subcommittee is appointed, all references in this Agreement to the “Administrator” shall be deemed to refer to the subcommittee. For purposes of this Agreement, “Company” shall mean the Company and any of its Subsidiaries where applicable.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1.Grant of Award. The Company hereby awards to the Grantee the number of Units set forth on the Notice, on the terms and conditions set forth herein, in the Notice and in the Plan. The Grantee acknowledges that the grant and vesting of the Units hereunder, and the issuance and holding of Shares upon vesting of such Units, is subject to any policy the Company may have in effect from time to time in respect of incentive compensation recoupment or clawback.

2.Terms of Award.

(a)Vesting. The Units shall become vested according to the vesting schedule set forth on the Summary of Grant, provided that the Grantee continues to be employed by, or provide service to, the Company from the Date of Grant until the applicable vesting date, except as otherwise provided by Sections 4 and 5 below. The vesting of the Units shall be cumulative, but shall not exceed 100% of the Units subject to the Award granted above. If the vesting schedule would produce fractional Shares, the portion of the Award that vests shall be rounded down to the nearest whole Share.

(b)Issuance of Common Shares Without Restrictions. Each earned and vested Unit shall be settled by the Company issuing one Share for each whole vested Unit, with issuance to occur as soon as administratively practicable (but no more than 30 days) after the applicable vesting date, subject to the requirements of the Plan and this Agreement.

3.Forfeiture of Award.

(a)Subject to Sections 4 and 5, if the Grantee has a Termination of Service, any unvested portion of the Award shall automatically terminate and be forfeited on the date of the Termination of Service without payment of consideration to the Grantee.

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4.Acceleration on Death or Total and Permanent Disability.

(a)Subject to Section 5, if the Grantee has a Termination of Service on account of the Grantee’s death or Total and Permanent Disability, any unvested portion of the Award shall become fully (100%) vested. Each such earned and vested Unit shall be settled by the Company issuing one Share for each whole vested Unit, with issuance to occur as soon as administratively practicable (but no more than 30 days) after the applicable Termination of Service.

5.Intentionally deleted.

6.Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and vesting of the Award are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Administrator in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the registration, qualification or listing of the Shares, (iii) changes in capitalization of the Company, and (iv) other requirements of applicable law. The Administrator shall have the authority to interpret and construe the Award pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

7.No Employment or Other Rights. The grant of the Award shall not confer upon the Grantee any right (express or implied) to be retained by or in the employ or service of the Company and shall not interfere in any way with the right of the Company to terminate the Grantee’s employment or service at any time. The right of the Company to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.

8.Voting Rights and Dividends. The Grantee shall not have the voting or dividend rights attributable to the Shares underlying the Units prior to the issuance of Shares in settlement of vested Units. No dividend equivalents will be accrued or paid to the Grantee with respect to Shares underlying the Units. Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges of a stockholder with respect to the Shares underlying the Units, unless and until certificates (or DRS Advices) for Shares have been issued upon the vesting of the Award.

9.Delivery Subject to Legal Requirements. The obligation of the Company to deliver Shares pursuant to the vesting of Awards shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the Shares upon any securities exchange or under any provincial, state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issue of Shares, the Shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board.

10.Responsibility for Taxes.

(a)    Regardless of any action the Company takes with respect to any or all income tax, payroll tax or other tax-related withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that the Company or a Subsidiary that the Grantee is employed by or provides services to (the “Employer”) (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant or vesting of the Units or the subsequent sale of any Common Shares acquired upon vesting; and (ii) does not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items.

(b)    Prior to vesting of any Units, the Grantee shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the Company or Employer. In this regard, the Grantee authorizes the Company and/or Employer to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee’s wages or other cash compensation paid to the Grantee by the Company or Employer or from proceeds of the sale of any Common Shares. Alternatively, or in addition, to the extent permissible under applicable law, the Company or Employer may (i) sell or arrange for the sale of any Common Shares that the Grantee acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) retain a number of the Units otherwise payable, provided that the Company only retains a number of Units necessary to satisfy no more than the required withholding amount (not to exceed maximum statutory rates). Finally, the Grantee shall pay to the Company and/or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver any Common Shares or make any payment with respect to any earned and vested

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Units if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items as described in this Section.

11.Assignment and Transfers. Except as the Administrator may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Award or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the outstanding and unvested Awards by notice to the Grantee, and the Award and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.

12.Applicable Law. The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, and the laws of Canada applicable therein, without giving effect to the conflicts of laws provisions thereof.

13.Notice. Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Administrator, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Company, or to such other address as the Grantee may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or electronic mail or enclosed in a properly sealed envelope addressed as stated above, deposited, postage prepaid, in a post office regularly maintained by the Canadian or United States Postal Service.

14.Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Facsimile or other electronic transmission of any signed original document or retransmission of any signed facsimile or other electronic transmission will be deemed the same as delivery of an original.

15.Complete Agreement. Except as otherwise provided for herein, this Agreement and those agreements and documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Grantee.

16.Amendment.  This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Award or Shares as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by Grantee and the Company.

17.Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Any conflict between the terms of this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is provided to the Grantee with this Agreement, and if required by applicable law, the Grantee shall be furnished a prospectus describing the Plan.

18.Administrator Authority. By entering into this Agreement the Grantee agrees and acknowledges that all decisions and determinations of the Administrator shall be final and binding on the Grantee, his or her beneficiaries and any other person having or claiming an interest in the Award.

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EX-99.5

Exhibit 99.5

CHARLOTTE’S WEB HOLDINGS, INC.

AMENDED 2018 LONG-TERM INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AWARD

Charlotte’s Web Holdings, Inc. (the “Company”) has granted you a Nonqualified Stock Option (the “Option”) under the Charlotte’s Web Holdings, Inc. Amended 2018 Long-Term Incentive Plan (the “Plan”). The terms of the grant are set forth in the Nonqualified Stock Option Award Agreement attached hereto (the “Agreement”). The following provides a summary of the key terms of the Option; however, you should read the entire Agreement, along with the terms of the Plan, to fully understand the grant.

SUMMARY OF GRANT

Grantee:
Date of Grant:
Vesting/Exercisability Schedule:	Date Number
Exercise Price Per Share:	C$
Total Number of Options Granted:
Term/Expiration Date:

The above is a summary description of certain provisions of the Agreement and is not intended to be complete. In the event any aspect of this summary conflicts with the terms of the Agreement, the terms of the Agreement shall govern.

[Signature page to follow.]

Company Authorization:

The Corporation hereby authorizes this Nonqualified Stock Option Award.

CHARLOTTE’S WEB HOLDINGS, INC.
Per:
	Authorized Signatory

Grantee Acceptance:

By signing the acknowledgement below, the Grantee agrees to be bound by the terms and conditions of the Plan, the Agreement and this Summary of Grant and accepts the nonqualified stock option grant in accordance with the terms of this Summary of Grant, the Agreement and the Plan. The Grantee will accept as binding, conclusive and final all decisions or interpretations of the Administrator (as defined herein) upon any questions arising under the Plan, this Summary of Grant or the Agreement.

Grantee:

Date:

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CHARLOTTE’S WEB HOLDINGS, INC.

AMENDED 2018 LONG-TERM INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

This NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”), dated as of the Date of Grant set forth on the attached Summary of Grant (the “Date of Grant”), is delivered by Charlotte’s Web Holdings, Inc. (the “Company”) to the participant whose name is set forth on the Summary of Grant (the “Grantee”). Capitalized terms used in this Agreement that are not defined herein have the meaning set forth in the Plan.

RECITALS

A.    The Charlotte’s Web Holdings, Inc. Amended 2018 Long-Term Incentive Plan (the “Plan”) provides for the grant of options to purchase common shares (“Shares”) of the Company. The Company has decided to make a stock option award as an inducement for the Grantee to promote the best interests of the Company and its stockholders.

B.    The terms and conditions of the Option should be construed and interpreted in accordance with the terms and conditions of this Agreement and the Plan. The Plan is administered and interpreted by the Administrator to which the Board has delegated power to act under or pursuant to the provisions of the Plan. The Administrator may delegate authority to one or more subcommittees as it deems appropriate. If a subcommittee is appointed, all references in this Agreement to the “Administrator” shall be deemed to refer to the subcommittee. For purposes of this Agreement, “Company” shall mean the Company and any of its Subsidiaries where applicable.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1.Grant of Option. Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee a Nonqualified Stock Option (the “Option”) to purchase the number of common shares of the Company (“Shares”) equal to the Total Number of Options Granted (as set forth on the Summary of Grant) at an exercise price per Share equal to the Exercise Price Per Share (as set forth on the Summary of Grant). The Grantee acknowledges that the grant and exercisability of the Option hereunder, and the issuance and holding of Shares upon exercise of such Option, is subject to any policy the Company may have in effect from time to time in respect of incentive compensation recoupment or clawback.

2.Vesting/Exercisability. The Option shall become vested and exercisable according to the vesting schedule set forth on the Summary of Grant, provided that the Grantee continues to be employed by, or provide service to, the Company from the Date of Grant until the applicable vesting date, except as otherwise provided by Sections 3 and 5 below.

    The vesting of the Option shall be cumulative, but shall not exceed 100% of the Shares subject to the Option granted above. If the vesting schedule would produce fractional Shares, the portion of the Option that vests shall be rounded down to the nearest whole Share.

3.Term of Option.

(a)The Option shall terminate on the Expiration Date set forth on the Summary of Grant, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan.

(b)Subject to Section 5, if the Grantee ceases to be employed by, or provide service to, the Company, provided the termination is for any reason other than the Grantee’s death or Total and Permanent Disability, (i) the unvested portion of the Option shall automatically terminate and be forfeited on the date on which the Grantee ceases to be employed by, or provide service to, the Company, and (ii) the vested portion of the Option shall automatically terminate and be forfeited on the date that is the 90th day after the date on which the Grantee ceases to be employed by, or provide service to, the Company.

(c)Subject to Section 5, if the Grantee ceases to be employed by, or provide service to, the Company on account of the Grantee’s death or Total and Permanent Disability, the Option shall become fully vested on the

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date on which the Grantee ceases to be employed by, or provide service to, the Company and shall be exercisable until the end of the one (1) year period following death or Total and Permanent Disability.

(d)Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the tenth anniversary of the Date of Grant.

4.Exercise Procedures

(a)Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the vested Option by giving the Company written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Shares as to which the Option is to be exercised. On the delivery date, the Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the Administrator, by delivering Shares of the Company which shall be valued at their fair market value (as defined in the Plan) on the date of delivery, or (iii) by such other method as the Administrator may approve, to the extent permitted under applicable law. The Administrator may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company to exercise the Option.

(b)The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies and stock exchanges as may be deemed appropriate by the Company, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.

(c)The Company may require that the Grantee (or other person exercising the Option after the Grantee’s death) represent that the Grantee is purchasing Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Administrator deems appropriate.

(d)All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Administrator approval, the Grantee may elect to satisfy any tax withholding obligation of the Company with respect to the Option by having Shares withheld up to an amount that does not exceed the maximum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

5.Change in Control.

(a)If a Change in Control occurs and the Grantee has a Termination of Service either:

(i)by the Company or by the entity that has entered into a valid and binding agreement with the Company to effect the Change in Control during the period after such agreement is entered into and before the Change in Control or during the 180 days following the Change in Control (the “ControlPeriod”) and such Termination of Service was for any reason other than for Cause; or

(ii)by the Grantee as a result of Constructive Dismissal, provided the event giving rise to the Constructive Dismissal occurs during the Control Period,

any unvested Options held by the Grantee shall become fully vested and may be exercised in accordance with this Agreement at any time during the period that terminates on the earlier of: (i) the Option’s Expiration Date and (ii) the 90th day after the date on which the Grantee ceases to be employed by, or provide service to, the Company. Any Option that remains unexercised after such period shall be immediately forfeited upon the termination of such period.

(b)For the purposes of this Agreement,

(i)“Cause” shall mean, except to the extent specified otherwise by the Administrator or as defined in any other agreement between the Grantee and the Company, a finding by the Administrator that the Grantee has (i) been convicted of, or pled guilty or nolo contendere to, a felony or crime involving moral turpitude; (ii) engaged in willful and continued negligence in the performance of the duties assigned to the Grantee by the Company, after the Grantee has received notice of and failed to cure such negligence; or (iii) breached any written confidentiality, noncompetition or non-solicitation agreement between the Grantee and the Company; and

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(ii)“Constructive Dismissal”, unless otherwise defined in the Grantee’s employment agreement, has the meaning ascribed thereto pursuant to the common law and shall include, without in any way limiting its meaning under the common law, any material change (other than a change that is clearly consistent with a promotion) imposed by the Company without the Grantee’s consent to the Grantee’s title, responsibilities or reporting relationships, or a material reduction of the Grantee’s compensation, except where such reduction is applicable to all officers, if the Grantee is an officer, or all employees, if the Grantee is an employee, provided that for a Grantee who is subject to taxation under the Code, (A) the Grantee must provide the Company written notice of an event giving rise to a claim of Constructive Dismissal within 90 days after the event first occurs, (B) the Company shall have an opportunity to cure such event within 90 days after receipt of such notice, and (C) if the Company fails to cure within that period, the Grantee must have a Termination of Service with respect to the event within 90 days after the end of such cure period.

6.Restrictions on Exercise. Except as the Company may otherwise permit pursuant to the Plan, only the Grantee may exercise the Option during the Grantee’s lifetime and, after the Grantee’s death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of the Grantee, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is vested and exercisable pursuant to this Agreement.

The Options are not intended to qualify as incentive stock options within the meaning of Code section 422, and this Agreement shall be so construed.  The Grantee hereby acknowledges that, upon exercise of the Option, he/she will recognize compensation income in an amount equal to the excess of the then Fair Market Value of the Shares over the exercise price.

7.Adjustments. The provisions of the Plan applicable to adjustments (as described in Section 10 of the Plan) shall apply to the Option.

8.Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Administrator in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the registration, qualification or listing of the Shares, (iii) changes in capitalization of the Company, and (iv) other requirements of applicable law. The Administrator shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

9.No Employment or Other Rights. The grant of the Option shall not confer upon the Grantee any right (express or implied) to be retained by or in the employ or service of the Company and shall not interfere in any way with the right of the Company to terminate the Grantee’s employment or service at any time. The right of the Company to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.

10.No Stockholder Rights. Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges of a stockholder with respect to the Shares subject to the Option, until certificates (or DRS Advices) for Shares have been issued upon the exercise of the Option.

11.Delivery Subject to Legal Requirements. The obligation of the Company to deliver Shares pursuant to the exercise of the Option shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the Shares upon any securities exchange or under any provincial, state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issue of Shares, the Shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of Shares to the Grantee pursuant to the exercise of the Option is subject to any applicable taxes and other laws or regulations of Canada, the United States or of any province or state having jurisdiction thereof.

12.Assignment and Transfers. Except as the Administrator may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate

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the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.

13.Applicable Law. The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, and the laws of Canada applicable therein, without giving effect to the conflicts of laws provisions thereof.

14.Notice. Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Administrator, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Company, or to such other address as the Grantee may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or electronic mail or enclosed in a properly sealed envelope addressed as stated above, deposited, postage prepaid, in a post office regularly maintained by the Canadian or United States Postal Service.

15.Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Facsimile or other electronic transmission of any signed original document or retransmission of any signed facsimile or other electronic transmission will be deemed the same as delivery of an original.

16.Complete Agreement. Except as otherwise provided for herein, this Agreement and those agreements and documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Grantee.

17.Amendment.  This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Option or Shares as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by Grantee and the Company.

18.Conformity with Plan.  This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan.  Any conflict between the terms of this Agreement and the Plan shall be resolved in accordance with the terms of the Plan.  In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is provided to the Grantee with this Agreement, and if required by applicable law, the Grantee shall be furnished with a prospectus describing the Plan.

19.Administrator Authority. By entering into this Agreement the Grantee agrees and acknowledges that all decisions and determinations of the Administrator shall be final and binding on the Grantee, his or her beneficiaries and any other person having or claiming an interest in the Award.

[Notice of Exercise of Stock Options follows.]

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CHARLOTTE’S WEB HOLDINGS, INC.

AMENDED 2018 LONG-TERM INCENTIVE PLAN

NOTICE OF EXERCISE OF STOCK OPTIONS

To:    Charlotte’s Web Holdings, Inc. (the “Company”)
700 Tech Court
Louisville, CO
80027

Attention: Chief Financial Officer

The undersigned Grantee hereby gives notice to the Company of the irrevocable exercise of Options to acquire ____________ Shares in the capital of the Company which are the subject of the Non-Qualified Stock Option Award Agreement to which this Notice of Exercise is attached, at an aggregate purchase price of C$_____________.

Payment in the amount of the aggregate purchase price referred to above is tendered with this Notice in accordance with the Non-Qualified Stock Option Award Agreement. The Grantee directs that the Shares be issued and registered in the name of the Grantee as follows:

Registration Name
(Full Name) Street Address
(including Apt. No.) City/Town Province/State &
Postal/ZIP Code

The Grantee acknowledges that upon issuance of the Shares they will receive a direct registration statement confirming their holding of Shares in an electronic, book-based, direct registration system or other non-certificated entry or position on the register of shareholders to be kept by the Company or its transfer agent, and they will not receive a physical share certificate unless requested. A registered holder of Shares pursuant to any such electronic, book-based, direct registration service or other non-certificated entry or position shall be entitled to all of the same benefits, rights and entitlements and shall incur the same duties and obligations as a registered holder of Shares evidenced by a physical share certificate.

The Grantee authorizes and directs the Company or its transfer agent to e-mail or mail the direct registration statement to the Grantee at: (check one)

the above-mentioned address OR the following mailing address/email address:

[Signature page to follow.]

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By signing this Notice of Exercise, the Grantee irrevocably subscribes for the number of Shares set forth above.

DATED the ______ day of _______________________, 20___.

Signature of Grantee

Name of Grantee

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