Charlie’s Holdings equity sale and $1.0 million debt cut

Charlie's Holdings, Inc. entered into subscription agreements for an unregistered sale of equity.

Rhea-AI Filing Summary

Charlie's Holdings, Inc. entered into subscription agreements for an unregistered sale of equity. The company is issuing 6,350,000 shares of common stock at $0.20 per share, with $270,000 paid in cash and $1.0 million paid through debt forgiveness. The company plans to use the proceeds for working capital, and the transaction relies on the private offering exemption under Section 4(a)(2) of the Securities Act.

Insights

Capital markets analyst

Charlie's raises equity privately, mixing cash proceeds with debt forgiveness.

Charlie's Holdings, Inc. agreed to sell 6,350,000 common shares at $0.20 per share in a private transaction relying on Section 4(a)(2). Consideration totals $270,000 in cash plus $1.0 million via forgiveness of existing debt, improving the balance sheet structure.

The cash portion will be used for working capital, supporting day-to-day operations. Because the shares are issued in an unregistered offering, liquidity for these securities depends on applicable resale exemptions or future registrations, and the transaction adds to the company's share count.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares issued: 6,350,000 shares Share price: $0.20 per share Cash proceeds: $270,000 +1 more

4 metrics

Shares issued 6,350,000 shares Aggregate common stock in the offering

Share price $0.20 per share Purchase price in subscription agreements

Cash proceeds $270,000 Cash portion of offering consideration

Debt forgiveness $1.0 million Portion of purchase price paid by cancelling debt

Key Terms

Material Definitive Agreement, unregistered sale of equity securities, Section 4(a)(2), subscription agreements, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

unregistered sale of equity securities regulatory

"Item 3.02 Unregistered Sale of Equity Securities"

Section 4(a)(2) regulatory

"in reliance on Section 4(a)(2) under the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

subscription agreements financial

"entered into subscription agreements with investors for the sale"

A subscription agreement is a signed contract in which an investor promises to buy a specified number of a company’s shares or securities under set terms — price, quantity, payment schedule and any conditions. Think of it like a formal deposit and purchase plan for stock: it locks in the sale and the buyer’s obligations and often sets protections or restrictions that affect ownership, dilution and the company’s ability to raise more money, so investors can assess risk and control.

working capital financial

"The proceeds from the Offering will be used for working capital purposes."

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transaction did Charlie's Holdings (CHUC) announce in this 8-K?

Charlie's Holdings entered subscription agreements to sell 6,350,000 common shares at $0.20 per share. The transaction combines cash proceeds and debt forgiveness in a private, unregistered offering under Section 4(a)(2) of the Securities Act.

How much cash is Charlie's Holdings (CHUC) receiving from the new share sale?

The company is receiving $270,000 in cash from the sale of 6,350,000 shares. This cash component, together with debt forgiveness, forms the total consideration and is earmarked for the company's working capital needs.

How much debt is being forgiven in Charlie's Holdings (CHUC) equity deal?

Investors are providing $1.0 million of consideration through debt forgiveness. This means part of the purchase price for the 6,350,000 new shares is satisfied by cancelling existing debt obligations owed by Charlie's Holdings.

What is the share price in the Charlie's Holdings (CHUC) private offering?

Each new share is priced at $0.20 in the subscription agreements. At this price, the aggregate 6,350,000 common shares correspond to a mix of $270,000 cash and $1.0 million in forgiven debt from the participating investors.

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

The company intends to use the offering proceeds for working capital purposes. This typically includes funding everyday business needs such as operating expenses, inventory, and other short-term obligations, supported here by both cash and debt reduction.

Under what exemption is the Charlie's Holdings (CHUC) share sale being conducted?

The transaction relies on Section 4(a)(2) of the Securities Act as a private, unregistered offering. This exemption is used for transactions not involving a public offering, which generally limits participation to investors meeting specific criteria.

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

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Accepted by SEC EDGAR 05/20/2026 - 06:34 PM Learn about SEC filing dates

false 0001134765 0001134765 2026-05-20 2026-05-20

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):  May 20, 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 May 20, 2026, Charlie's Holdings, Inc. (the "Company") entered into subscription agreements with investors for the sale of an aggregate of 6,350,000 shares of its common stock, par value $0.001 per share, at a purchase price per share of $0.20 (the “Offering”), $270,000 of which was paid in cash and $1.0 million 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:   May 20, 2026	By:	/s/ Ryan Stump
		Ryan Stump
		Chief Operating Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 35.7 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