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Charlie’s Holdings (CHUC) wins shareholder approval for reverse split and 15M new plan shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Charlie’s Holdings, Inc. reported results of its 2026 annual meeting. Stockholders approved an amendment to the 2019 Omnibus Equity Incentive Plan, adding 15 million shares of common stock available for equity awards. They also granted the board discretionary authority to implement a reverse stock split at a ratio between 1-for-3 and up to 1-for-50 within two years, primarily to support a potential up-list to a national securities exchange.

All director nominees were elected with over 210 million votes cast for each, and stockholders ratified Urish Popeck & Co., LLC as independent registered public accounting firm for fiscal year 2026.

Positive

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Insights

Shareholders backed more equity capacity and a flexible reverse split.

Stockholders of Charlie’s Holdings approved two structural tools: a 15 million-share increase to the 2019 equity incentive plan and broad authority for the board to execute a reverse split between 1-for-3 and 1-for-50 within two years.

The equity plan expansion gives the company more room to grant stock-based compensation, which can support retention but also adds potential dilution. The reverse split authorization is tied to efforts to up-list to a national exchange; its actual impact depends on if, when, and at what ratio the board chooses to act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan increase 15 million shares Additional common stock available under 2019 Omnibus Equity Incentive Plan
Reverse split range 1-for-3 to 1-for-50 Board authority to combine outstanding common shares within two years
Reverse split approval votes for 226,451,340 Votes in favor of reverse stock split authorization proposal
Reverse split votes against 1,876,023 Votes against reverse stock split authorization
Auditor ratification votes for 228,243,644 Votes for ratifying Urish Popeck & Co., LLC for fiscal 2026
Plan amendment votes for 208,263,954 Votes for increasing shares under 2019 Omnibus Equity Incentive Plan
Director election support ≈210.4M votes each Approximate “for” votes for each of five director nominees
reverse stock split financial
"The Company’s stockholders approved a proposal to...effect the Reverse Split, if at all, within two years"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
up-list to a national securities exchange financial
"approved a proposal to, in order to facilitate an up-list to a national securities exchange, grant discretionary authority"
2019 Omnibus Equity Incentive Plan financial
"approved an amendment to the Company’s 2019 Omnibus Equity Incentive Plan (the “2019 Plan”)"
broker non-votes financial
"the number of abstentions and broker non-votes as to such matters, were as stated below"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered certified public accounting firm financial
"ratified the appointment of Urish Popeck & Co., LLC as our independent registered certified public accounting firm"
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Understanding 8-K Material Events →
false 0001134765 0001134765 2026-06-04 2026-06-04
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 4, 2026
 
Commission File Number:  001-32420
 
Charlie's Holdings, Inc.
(Exact name of registrant as specified in its charter.)
 
Nevada
84-1575085
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
 
1007 Brioso Drive, Costa Mesa, California92627
(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: None
 
 
Item 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
At the 2026 Annual Meeting of Stockholders of Charlie’s Holdings, Inc. (the “Company”) held on June 4, 2026 (the “Annual Meeting”), stockholders approved an amendment to the Company’s 2019 Omnibus Equity Incentive Plan (the “2019 Plan”) to increase the number of shares of common stock available for issuance under the 2019 Plan by 15 million shares (the “Plan Amendment”). A copy of the Plan Amendment is filed as Exhibit 10.1 herewith and is incorporated by reference.
 
 
Item 5.07.         Submission of Matters to a Vote of Security Holders.
 
At the Annual Meeting held on June 4, 2026, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in the Company’s definitive proxy statement for the Annual Meeting, which was filed on April 20, 2026.
 
Proposal 1 – Election of Directors
 
The Company’s stockholders elected the following nominees for director to serve a one-year term ending at the 2027 Annual Meeting of Stockholders and until such director’s successor is duly elected or appointed and qualified or, if earlier, such director’s earlier death, resignation or removal:
 
Nominee
 
For
 
Withhold
 
 
Broker Non-Votes
Ryan Stump
 
210,409,963
 
240,690
 
 
17,908,420
Scot Cohen
 
210,390,660
 
259,993
 
 
17,908,420
Jeffrey Fox
 
210,410,765
 
239,888
 
 
17,908,420
Dr. Edward Carmines
 
210,408,820
 
241,833
 
 
17,908,420
Michael King
 
210,409,963
 
257,917
 
 
17,908,420
 
Proposal 2 – To Ratify the appointment of Urish Popeck & Co., LLC
 
The Company’s stockholders ratified the appointment of Urish Popeck & Co., LLC as our independent registered certified public accounting firm for fiscal year 2026 by the following vote:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
228,243,644
 
137,073
 
178,356
 
0
 
Proposal 3 – To Approve a Reverse Stock Split
 
The Company’s stockholders approved a proposal to, in order to facilitate an up-list to a national securities exchange, grant discretionary authority to the Board to (i) combine outstanding shares of our common stock into a lesser number of outstanding shares at a specific ratio within a range of 1-for-3 to a maximum of a 1-for-50 split, with the exact ratio to be determined by the Board in its sole discretion; and (ii) effect the Reverse Split, if at all, within two years by stockholders by the following vote:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
226,451,340
 
1,876,023
 
231,710
 
0
 
 
Proposal 4 – To Approve an Amendment to the Equity Incentive Plan
 
The Company’s stockholders approved an amendment to the 2019 Plan to increase the number of shares of common stock available for issuance under the 2019 Plan by 15 million shares by the following vote:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
208,263,954
 
2,199,294
 
187,405
 
17,908,420
 
 
Item 9.01(d)         Financial Statements and Exhibits.
 
Exhibit 10.1 
Second Amendment to 2019 Plan (incorporated by reference from Appendix B to definitive proxy statement filed with the SEC on April 20, 2026).
 
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
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.
 
 
Charlie's Holdings, Inc.
 
 
 
Date:   June 5, 2026
By:
/s/ Ryan Stump
 
 
Ryan Stump
 
 
Chief Operating Officer
 
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What did Charlie's Holdings (CHUC) shareholders approve about the reverse stock split?

Shareholders approved giving the board discretionary authority to implement a reverse stock split between 1-for-3 and up to 1-for-50 within two years. The proposal is intended to help facilitate a potential up-list to a national securities exchange, but the board will choose if and when to act.

How many additional shares did Charlie's Holdings (CHUC) add to its equity incentive plan?

Stockholders approved an amendment to the 2019 Omnibus Equity Incentive Plan adding 15 million shares of common stock available for issuance. This larger pool can be used for future equity awards to directors, officers, and employees under the plan’s existing terms.

Were all Charlie's Holdings (CHUC) director nominees elected at the 2026 annual meeting?

Yes. All five nominees—Ryan Stump, Scot Cohen, Jeffrey Fox, Dr. Edward Carmines, and Michael King—were elected to one-year terms. Each received roughly 210.4 million votes “for,” with relatively small “withhold” votes and 17,908,420 broker non-votes reported for each nominee.

Did Charlie's Holdings (CHUC) shareholders ratify the company’s auditor for 2026?

Shareholders ratified Urish Popeck & Co., LLC as the independent registered certified public accounting firm for fiscal 2026. The vote was strongly in favor, with 228,243,644 votes for, 137,073 against, 178,356 abstentions, and no broker non-votes reported on this proposal.

How did Charlie's Holdings (CHUC) shareholders vote on the 2019 Plan amendment proposal?

For the equity incentive plan amendment, 208,263,954 votes were cast in favor, 2,199,294 against, and 187,405 abstained, with 17,908,420 broker non-votes. This approval authorizes an additional 15 million shares of common stock for issuance under the 2019 Omnibus Equity Incentive Plan.

Filing Exhibits & Attachments

4 documents

Other Documents