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Charlie’s Holdings (OTCQB: CHUC) names Henry Sicignano CEO amid DAR vape push

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

Rhea-AI Filing Summary

Charlie’s Holdings, Inc. announced leadership changes and a sharpened strategic focus on age-gated vapor products. Co‑founder and Chief Operating Officer Ryan Stump notified the Board he will resign as COO effective September 4, 2026, citing no disagreements, while remaining on the Board to lead strategic partnership initiatives.

The Board appointed Henry Sicignano III as Chief Executive Officer, effective August 4, 2026; he continues as President with compensation unchanged. Company representatives highlighted plans to launch disposable vapes with device access restrictions using licensed age‑gating technology and to pursue partnerships to monetize a 678‑sku Premarket Tobacco Application portfolio.

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Filing Explained

The filing reports unchanged CEO compensation and Ryan Stump’s disclosed 10% direct ownership stake during the leadership transition.

The August 4, 2026 leadership transition is effective for the CEO immediately and for the COO role on September 4, 2026; the filing says the incoming CEO’s compensation remains unchanged.

The disclosure also states that Ryan Stump directly owns approximately 10% of the company, while his family collectively owns approximately 30%; those are disclosed holder positions, not a new issuance.

The release’s proposed product launch and regulatory outcomes are not reported as completed: it says the launch is still weeks away, and FDA authorization of PMTAs plus regulatory acceptance of device-access-restricted products remain uncertain.

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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Stump family ownership approximately 30% Collective ownership of Charlie’s Holdings cited in the leadership announcement
Ryan Stump direct ownership 10% Direct equity stake mentioned alongside his family’s collective holdings
PMTA portfolio size 678-sku Size of Premarket Tobacco Application portfolio referenced for potential partnerships
COO resignation effective date September 4, 2026 Effective date of Ryan Stump’s resignation as Chief Operating Officer
CEO appointment effective date August 4, 2026 Effective date of Henry Sicignano III’s appointment as Chief Executive Officer
Premarket Tobacco Application regulatory
"monetize its portfolio of submitted Premarket Tobacco Application (PMTA) products"
age-gated flavored disposable vape technical
"weeks away from utilizing patented age-gating technology to launch America’s first age-gated flavored disposable vape"
device access restrictions technical
"a disposable vape that provides adult consumers with flavors and incorporates device access restrictions (DARs)"
Device access restrictions are rules set by regulators, insurers or healthcare systems that limit who can obtain or use a medical device, where it can be used, and under what conditions. Think of it like a shop that only sells certain products to members or in specific neighborhoods: these limits shrink the pool of buyers and slow adoption, so they directly affect a device maker’s potential sales, reimbursement prospects and overall investment outlook.
non-combustible nicotine industry market
"This launch and its regulatory upside could revolutionize the entire non-combustible nicotine industry"
OTCQB market
"Charlie’s Holdings (OTCQB: CHUC) is an industry leader in the premium vapor products space"
OTCQB is a tier of the over‑the‑counter (OTC) market where smaller or developing companies list their shares for trading without being on a major stock exchange. Think of it like a well‑kept side street market: companies must meet basic reporting and transparency checks so investors get more information than the lowest OTC tier, but trading is usually less liquid and riskier than on big exchanges. Investors care because OTCQB listings can offer early access to growth stories but come with higher price swings and greater chance of limited resale options.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What executive leadership changes did Charlie’s Holdings (CHUC) announce?
Charlie’s Holdings announced that Ryan Stump will resign as COO effective September 4, 2026, while remaining on the Board, and that Henry Sicignano III has been appointed Chief Executive Officer effective August 4, 2026, continuing in his role as President.

When will Ryan Stump step down as COO of Charlie’s Holdings (CHUC)?
Ryan Stump will step down as Chief Operating Officer effective September 4, 2026. He informed the Board on August 3, 2026, and the company stated his resignation is not due to any disagreement; he will stay on the Board to lead strategic partnerships.

Who is Henry Sicignano and what is his new role at Charlie’s Holdings (CHUC)?
Henry Sicignano III, age 58, has been appointed Chief Executive Officer and will continue as President. He previously served as CEO, President, and a director at 22nd Century Group and held board roles in cannabis-focused companies, with degrees from Harvard College and Harvard Business School.

What strategic product plans did Charlie’s Holdings (CHUC) describe in this update?
Company leaders described plans to launch an age-gated flavored disposable vape using licensed technology with device access restrictions. They aim to generate real‑world data on youth access prevention and explore regulatory engagement and partnerships around a 678‑sku PMTA product portfolio.

How much of Charlie’s Holdings (CHUC) do Ryan Stump and his family own?
According to the company, Ryan Stump’s family collectively owns approximately 30% of Charlie’s Holdings, including Ryan’s direct 10% ownership stake. This sizable position is cited as supporting his new focus on strategic partnerships and potential transactions with major tobacco companies.

Why is Charlie’s Holdings’ PMTA portfolio highlighted in this CHUC announcement?
Management emphasized a 678‑sku Premarket Tobacco Application (PMTA) portfolio as central to strategy. They described plans to monetize these products, including age‑gated PACHA offerings, potentially through partnerships with large global tobacco companies, while engaging U.S. regulators on compliant vapor product pathways.
false 0001134765 0001134765 2026-08-03 2026-08-03
 
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): August 3, 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
 
On August 3, 2026, Mr. Ryan Stump provided notice to the Board of Directors (the “Board”) of Charlie’s Holdings, Inc. (the “Company”) of his intention to resign as Chief Operating Officer of the Company, effective as of September 4, 2026. Mr. Stump’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. Stump will continue to serve as a member of the Board.
 
On August 4, 2026, the Board appointed Mr. Henry Sicignano III as the Company’s Chief Executive Officer, effective immediately. Mr. Sicignano, age 58, will continue to serve as the Company’s President. Mr. Sicignano was appointed as President of the Company on April 1, 2021. Prior to joining the Company, Mr. Sicignano held multiple positions, including Chief Executive Officer of 22nd Century Group, Inc. (NASDAQ: XXII), a plant-based biotechnology company that is focused on tobacco harm reduction, very low nicotine content tobacco, and hemp/cannabis research from March 2015 through July 2019. He also served as President and as a member of the Board of Directors with 22nd Century from January 2011 through July 2019. In addition, from December 2014 to August 2018, Mr. Sicignano served on the Board of Directors of Anandia Laboratories, Inc., a cannabis-focused science company that was sold to Aurora Cannabis (NYSE: ACB). Mr. Sicignano holds a B.A. Degree in Government from Harvard College and an M.B.A. Degree from Harvard University.
 
There are no family relationships between Mr. Sicignano and any director or executive officer of the Company, and there are no related party transactions between Mr. Sicignano and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
 
In connection with his appointment as Chief Executive Officer, Mr. Sicignano’s compensation will remain unchanged from his current employment arrangement with the Company. A description of Mr. Sicignano’s compensation is incorporated herein by reference to the information set forth under “Executive Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 20, 2026.
 
Item 7.01. Regulation FD Disclosure.
 
On August 4, 2026, the Company issued a press release announcing the appointment of Mr. Sicignano as the Chief Executive Officer of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
None of the information furnished in Item 7.01 or the accompanying Exhibit 99.1 will be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor will such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
 
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit 99.1         Press Release of Charlie’s Holdings, Inc., dated August 4, 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:   August 4, 2026
By:
/s/ Ryan Stump
 
 
Ryan Stump
 
 
Chief Operating Officer
 

Exhibit 99.1

 

Charlie's Holdings (OTCQB: CHUC) Names Henry Sicignano CEO;

Announces Ryan Stump will Transition from COO to Board Member with Core Responsibility for Strategic Partnerships

 

 

COSTA MESA, CA – August 4, 2026 – GLOBE NEWSWIRE – Charlie’s Holdings, Inc. (OTCQB: CHUC) (“Charlie’s” or the “Company”), an industry leader in the premium vapor products space, announced today that Charlie’s Board of Directors has named, effective immediately, Henry Sicignano, III, Chief Executive Officer. Mr. Sicignano will also continue to serve as the Company’s President.

 

Separately, effective September 4, 2026, Ryan Stump, Charlie’s co-founder and current Chief Operating Officer, will spearhead Charlie’s strategic partnership initiatives and transition his day-to-day management responsibilities. As co-founder of Charlie’s, as a member of the Board of Directors, and as one of the Company’s largest shareholders, Mr. Stump is uniquely qualified to advance Charlie’s plans to monetize its portfolio of submitted Premarket Tobacco Application (“PMTA”) products.

 

ex_998848img001.jpg

 

“Charlie’s is about to embark on the single most important initiative in the Company’s history,” explained Ed Carmines, Ph.D., Charlie’s Director and Chemular, Inc.’s Chief Scientific Officer. “We are only weeks away from utilizing patented age-gating technology – licensed from IKE Tech LLC – to launch America’s first age-gated flavored disposable vape. As a result of this initiative, we will amass real-world market data – and proof positive that underage consumers cannot activate the product. This launch, and the potential regulatory upside it represents, could revolutionize the entire non-combustible nicotine industry.”

 

“Henry Sicignano is a proven executive with exceptional strategic vision, extensive capital markets expertise, and strong business development skills; his leadership is exactly what Charlie’s needs at this exciting stage in the Company’s growth,” commented Jeff Fox, independent member of Charlie’s Board of Directors. “At the same time, we believe Ryan, whose family collectively owns approximately 30% of the Company, including Ryan's direct 10% ownership stake, is incredibly well positioned to help identify and pursue strategic transactions, and/or partnerships with leading global tobacco companies, that could significantly enhance long-term value for Charlie’s shareholders.”

 

 

Henry Sicignano, III, Charlie’s President and CEO, explained, “Our commitments to regulatory compliance, youth access prevention, and the creation of simply great products are what have always set Charlie’s apart. Now we are ready to launch a first-of-its-kind for the vapor products industry: a disposable vape that provides adult consumers with the award-winning, incredibly satisfying flavors they seek… and also incorporates device access restrictions (“DAR”s) that regulatory agencies and public health officials demand. Charlie’s age-gated PACHA products are a game-changer. Neither Juul, nor Reynolds, nor Altria, nor PMI, nor JTI, nor any illicit Chinese manufacturers have flavored disposables in the US market that incorporate underage access prevention. Only Charlie’s! It is a privilege to assume CEO responsibilities at this pivotal juncture. In partnership with Ryan, I am highly confident that our overtures to the FDA in the coming months will prove fruitful, as will Ryan’s critically important – and exciting! – initiative to monetize Charlie’s 678-sku Premarket Tobacco Application (“PMTA”) portfolio through partnership with one of the world’s largest tobacco companies.”

 

“The development and commercialization of ‘device access restricted’ products represent a MASSIVE paradigm shift for the vapor products industry,” explained Ryan Stump, Charlie’s current COO and Director. “The ability to apply IKE’s patented technology to Charlie’s vast portfolio of PMTA products makes us uniquely positioned to become a key player in the compliant product marketplace. There are no guarantees in life… That said, if Charlie’s succeeds in securing regulatory acceptance of only a small portion of the Company’s age-gated PACHA product line, I believe we will have $1-2 billion market cap potential.”

 

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; whether the Company’s DAR products incorporating age-gating technology will be accepted by regulators, consumers, or the market; the Company’s ability to successfully commercialize and scale production of DAR 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: 949-570-069

 

 

Source: View Original Filing on SEC EDGAR

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