Charlie’s Holdings (NASDAQ: CHUC) delays 2025 Form 10-K filing

Rhea-AI Filing Summary

Charlie’s Holdings, Inc. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because it needs additional time to complete and finalize the audit of its financial statements. The company states it currently anticipates filing the Form 10-K on or before the fifteenth calendar day following the prescribed due date.

The notification is signed by Matthew P. Montesano, Chief Financial Officer, dated March 31, 2026. No earnings changes or other missing periodic reports are indicated in the notice.

Key Figures

Fiscal year end: December 31, 2025 Anticipated filing window: 15 calendar days Signature date: March 31, 2026 +1 more

4 metrics

Fiscal year end December 31, 2025 fiscal year end for the delayed Form 10-K

Anticipated filing window 15 calendar days on or before the fifteenth calendar day following the prescribed due date

Signature date March 31, 2026 date the Form 12b-25 was signed by the CFO

Contact phone (949) 531-6855 telephone number provided for company contact

Key Terms

Form 12b-25, prescribed due date, unreasonable effort and expense

3 terms

Form 12b-25 regulatory

"Form 12b-25 NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

prescribed due date regulatory

"filed on or before the fifteenth calendar day following the prescribed due date"

unreasonable effort and expense regulatory

"could not be filed without unreasonable effort and expense"

SEC File Number

001-32420

CUSIP

Number

16077A101

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One)		☒   Form 10-K     ☐  Form 20-F     ☐  Form 11-K     ☐  Form 10-Q ☐   Form 10-D     ☐  Form N-SAR     ☐  Form N-CSR
		For Period Ended: December 31, 2025
		☐  Transition Report on Form 10-K
		☐  Transition Report on Form 20-F
		☐  Transition Report on Form 11-K
		☐  Transition Report on Form 10-Q
		☐  Transition Report on Form N-SAR
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification related to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Charlie’s Holdings, Inc.

(Full Name of Registrant)

N/A

(Former Name if Applicable)

1007 Brioso Drive

(Address of Principal Executive Office (Street and Number))

Costa Mesa, California, 92627

(City, State and Zip Code)

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Charlie’s Holdings, Inc. (the “Company”) is unable to file, without unreasonable effort and expense, its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) because the Company requires additional time to complete and finalize the audit of its financial statements required to be included in the Form 10-K. The Company currently anticipates that the Form 10-K will be filed on or before the fifteenth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Matthew P. Montesano		949		531-6855
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    ☒  Yes    ☐  No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ☐  Yes    ☒  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

CHARLIE’S HOLDINGS, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2026				By	/s/ Matthew P. Montesano
					Matthew P. Montesano Chief Financial Officer

FAQ

Why did Charlie’s Holdings (CHUC) file a Form 12b-25?

Charlie’s Holdings filed Form 12b-25 because it needs more time to complete and finalize the audit of its financial statements. The company says the delay prevents timely filing of its Annual Report on Form 10-K for the year ended December 31, 2025.

When does CHUC expect to file the delayed 2025 Form 10-K?

The company anticipates filing the Form 10-K on or before the fifteenth calendar day following the prescribed due date. The Form 12b-25 specifically references that fifteen-calendar-day relief timeframe as the anticipated filing window.

Did Charlie’s Holdings report any missing periodic reports in the past 12 months?

The notification indicates that all other periodic reports required in the preceding 12 months have been filed. The Form 12b-25 answers the question about prior filings in the affirmative in the provided notice.

Does the filing say there will be a material change in results for 2025?

The Form 12b-25 indicates the company does not anticipate a significant change in results of operations to be reflected in the delayed report. The box for anticipating a significant change was marked accordingly in the notice.

Who signed Charlie’s Holdings’ Form 12b-25 and when?

The Form 12b-25 was signed by Matthew P. Montesano, Chief Financial Officer, and dated March 31, 2026. Contact phone information listed is (949) 531-6855 in the notice.