Charlie's Holdings (CHUC) sells 3.55M shares privately for $710K

Rhea-AI Filing Summary

Charlie's Holdings, Inc. entered into subscription agreements with investors on February 13, 2026 to sell 3,550,000 shares of common stock at $0.20 per share in a private offering. Total consideration was $710,000, with $510,000 paid in cash and $200,000 provided through debt forgiveness.

The company states that proceeds from this offering will be used for working capital purposes. The transaction was conducted as an unregistered sale of equity securities in reliance on Section 4(a)(2) of the Securities Act as a transaction not involving a public offering, and is documented in a form of subscription agreement attached as an exhibit.

Insights

Equity capital markets analyst

CHUC raises $710,000 privately for working capital needs.

Charlie's Holdings, Inc. completed a private sale of 3,550,000 common shares at $0.20 each, receiving a mix of $510,000 in cash and $200,000 via debt forgiveness. This both adds liquidity and reduces a portion of outstanding debt obligations.

The use of proceeds is designated for working capital, indicating a focus on funding day‑to‑day operations rather than a specific project or acquisition. Because the sale relied on Section 4(a)(2), these shares were placed with investors in a non‑public transaction rather than through an underwritten public offering.

This type of financing is common for smaller issuers that need additional operating funds. Actual impact on existing shareholders depends on the company’s total shares outstanding and future performance following the capital raise, which are not detailed in the excerpt.

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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):  February 13, 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 1.01 Entry into a Material Definitive Agreement.

See Item 3.02 below, which is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities

On February 13, 2026, Charlie's Holdings, Inc. (the "Company") entered into subscription agreements with investors for the sale of an aggregate of 3,550,000 shares of its common stock, par value $0.001 per share, at a purchase price per share of $0.20 (the “Offering”), $510,000 of which was paid in cash and $200,000 of which was paid in the form of debt forgiveness.  The proceeds from the Offering will be used for working capital purposes.  The Offering was undertaken in reliance on Section 4(a)(2) under the Securities Act of 1933, as amended, as a transaction not involving a public offering.

The foregoing description of the Offering does not purport to be complete, and is qualified in its entirety by reference to the full text of the form of subscription agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

Item 9.01(d)         Financial Statements and Exhibits.

Exhibit 10.1	Form of Subscription Agreement
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:   February 13, 2026	By:	/s/ Ryan Stump
		Ryan Stump
		Chief Operating Officer

FAQ

What did Charlie's Holdings, Inc. (CHUC) announce in this 8-K filing?

Charlie's Holdings, Inc. disclosed a private sale of common stock. The company entered into subscription agreements to issue 3,550,000 shares at $0.20 per share, raising a total of $710,000 in consideration for working capital purposes.

How much capital did CHUC raise and on what terms in the latest transaction?

The company raised $710,000 by selling 3,550,000 common shares at $0.20 per share. Of this amount, $510,000 was paid in cash and $200,000 was contributed through forgiveness of existing debt obligations owed by the company.

How will Charlie's Holdings, Inc. (CHUC) use the proceeds from the offering?

The company plans to use the proceeds for working capital. This typically means funding day‑to‑day expenses such as inventory, operating costs, and general corporate purposes rather than earmarking the funds for a specific acquisition or long‑term capital project.

Was the CHUC stock sale a registered public offering or a private placement?

The sale was an unregistered private placement. Charlie's Holdings, Inc. relied on Section 4(a)(2) of the Securities Act of 1933, treating the transaction as not involving a public offering and selling the shares directly to investors without SEC registration.

What securities did CHUC issue in this transaction and at what par value?

The company issued shares of its common stock with a par value of $0.001 per share. These 3,550,000 shares were sold to investors at a purchase price of $0.20 per share under subscription agreements dated February 13, 2026.

Where can investors find the detailed terms of CHUC’s subscription agreements?

The detailed terms are contained in a form of subscription agreement. Charlie's Holdings, Inc. attached this document as Exhibit 10.1, incorporating it by reference, so readers can review the specific contractual provisions governing the equity sale.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 34.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 10.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.1 KB