Charlie's Holdings (OTCQB: CHUC) Closes Capital Raise with Officers and Select Outside Investors

Rhea-AI Summary

Charlie's Holdings (OTCQB: CHUC) closed a private placement on Feb 13, 2026, selling 3,550,000 shares at $0.20 for $710,000 (cash $510,000; $200,000 via debt forgiveness).

Proceeds will fund PMTA age-gating amendments and working capital. Insiders own nearly 50% of shares and purchased an additional 1,350,000 shares in the offering.

Positive

• Capital raise of $710,000 completed
• Debt reduced by $200,000 via forgiveness
• Funding designated for PMTA age-gating amendments and working capital
• No warrants issued in the offering (common-only)

Negative

• Share dilution from issuance of 3,550,000 new shares
• Insider ownership concentration at nearly 50% after purchases

Proceeds from the offering will be used by the Company to amend certain PMTAs to include age-gating technology and for working capital purposes.

COSTA MESA, CA / ACCESS Newswire / February 17, 2026 / Charlie's Holdings, Inc. (OTCQB:CHUC) ("Charlie's" or the "Company"), an industry leader in the premium vapor products space, today reported that the Company closed a private placement with investors on February 13, 2026 to sell 3,550,000 shares of common stock at $0.20 per share. Total consideration was $710,000, with $510,000 paid in cash and $200,000 provided through debt forgiveness. Including common stock (only) and no warrants, this private offering increases liquidity and reduces a portion of outstanding debt obligations.

Charlie's Management, Directors, and affiliates currently own nearly 50% of the Company's total outstanding shares. With the closing of Friday's private placement, CHUC insiders amassed an additional 1,350,000 shares. Their purchases were as follows:

Michael King, Independent Director: 500,000 shares

Dr. Ed Carmines, Independent Director: 250,000 shares

Ryan Stump, Director and COO: 250,000 shares

Henry Sicignano, President: 250,000 shares

Matthew Montesano, CFO: 100,000 shares

"The extensive process required to compile and submit comprehensive Premarket Tobacco Applications ("PMTAs") - and PMTA amendments - to the FDA will ultimately prove a huge competitive advantage for Charlie's; but these applications are also very expensive. Proceeds from our private placement will enable us to begin work, in earnest, on age-gating amendments to our existing FDA applications," explained Ryan Stump, Charlie's Chief Operating Officer. "Charlie's intends to be the first company in the United States to offer age-gated, flavored vapor products that cannot be utilized by underage consumers."

Henry Sicignano, Charlie's President stated, "Last week's financing does not include warrants or any other inducements. Led by CHUC Directors and members of management, the common-only offering is exactly the kind of company-friendly equity raise that sets Charlie's apart from other microcaps. With market-leading products designed for adult consumers, a clean balance sheet, and insiders with a TON of skin in the game, Charlie's is checking all the important boxes for an uplist to a national securities exchange. We expect 2026 will be a very exciting year for our shareholders."

About Charlie's Holdings, Inc.

Charlie's Holdings, Inc. (OTCQB:CHUC) is an industry leader in the premium vapor products space. The Company's products are sold around the world to select distributors, specialty retailers, and third-party online resellers through subsidiary company Charlie's Chalk Dust, LLC has developed an extensive portfolio of brand styles, flavor profiles, and innovative product formats.

For additional information, please visit Charlie's corporate website at: Chuc.com and the Company's branded online websites: sbxvape.com, CharliesChalkDust.com, enjoypachamama.com, and Pacha.co.

Safe Harbor Statement

This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding the Company's overall business, existing and anticipated markets and expectations regarding future sales and expenses. Words such as "expect," "anticipate," "should," "believe," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "could," "intend," variations of these terms or the negative of these terms, and similar expressions, are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control. The Company's actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: the Company's ongoing ability to quote its shares on the OTCQB; whether the Company will meet the requirements to up-list to a national securities exchange in the future; the Company's ability to successfully increase sales and enter new markets; whether the Company's PMTA's for its nicotine-containing products will be authorized by the FDA, and the FDA's decisions with respect to the Company's future PMTA's for nicotine products; the Company's ability to manufacture and produce products for its customers; the Company's ability to formulate new products; the acceptance of existing and future products; the complexity, expense and time associated with compliance with government rules and regulations affecting nicotine, synthetic nicotine, products containing nicotine substitutes, and products containing cannabidiol; litigation risks from the use of the Company's products; risks of government regulations; the impact of competitive products; and the Company's ability to maintain and enhance its brands, as well as other risk factors included in the Company's most recent quarterly report on Form 10-Q, annual report on Form 10-K, and other SEC filings. These forward-looking statements are made as of the date of this press release and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.

Investors Contact:

IR@charliesholdings.com
Phone: 949-570-0691

SOURCE: Charlie's Holdings, Inc.

View the original press release on ACCESS Newswire

FAQ

How much did CHUC raise in the February 13, 2026 private placement?

The company raised $710,000 by selling 3,550,000 common shares at $0.20 each. According to the company, $510,000 was paid in cash and $200,000 was provided through debt forgiveness, and no warrants were issued.

What will Charlie's (CHUC) use the private placement proceeds for?

Proceeds will fund PMTA age-gating amendments and general working capital. According to the company, the funds will enable work on age-gating technology amendments to existing FDA premarket tobacco applications.

How many additional shares did CHUC insiders purchase in the offering?

Insiders purchased an additional 1,350,000 shares in the private placement. According to the company, purchases included 500,000 by Michael King and smaller allotments by other directors and officers.

Did Charlie's issue warrants or other inducements in the Feb 2026 offering (CHUC)?

No, the offering was common-stock-only with no warrants or inducements. According to the company, the financing was led by directors and management and included only common shares.

How did the Feb 2026 placement affect CHUC's balance sheet and debt?

The placement increased liquidity and reduced debt by $200,000 via debt forgiveness. According to the company, the transaction provided $510,000 cash and lowered certain outstanding obligations by $200,000.