Charlie’s Holdings (CHUC) seeks brief extension for Q2 2026 Form 10-Q filing

Q: What reason did CHUC give for the delay in its Form 10-Q?

The company states it requires additional time for compilation and review to ensure adequate disclosure of certain information in the Form 10-Q. It characterizes filing on time as requiring unreasonable effort and expense under Rule 12b-25.

Q: Who signed the late filing notification for Charlie’s Holdings, Inc. (CHUC)?

The notification was signed by Matthew P. Montesano , Chief Financial Officer of Charlie’s Holdings, Inc., dated August 14, 2026 . His contact telephone number is also provided for further inquiries regarding the late filing.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

NT 10-Q

Rhea-AI Filing Summary

Charlie’s Holdings, Inc. notified the SEC that it will not file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 by the prescribed deadline. The company states the delay is due to needing additional time for compilation and review to ensure adequate disclosure of required information. It expects to file the Form 10-Q within the five-calendar-day extension period permitted under Rule 12b-25.

Filing Explained

As of August 14, 2026, the June 30 quarterly report remains outstanding: this filing is only a late-filing notification, so the interim financial statements and updates to risks and liquidity that belong in the Form 10-Q are not yet available from this disclosure.

Key Figures

Quarter End Date: June 30, 2026 Extension Period: fifth calendar day following the prescribed due date Signature Date: August 14, 2026 +1 more

4 metrics

Quarter End Date June 30, 2026 Fiscal quarter covered by the delayed Form 10-Q

Extension Period fifth calendar day following the prescribed due date Expected filing window under Rule 12b-25 for the Form 10-Q

Signature Date August 14, 2026 Date the Chief Financial Officer signed the notification

CFO Contact Number 949-531-6855 Telephone number listed for Matthew P. Montesano

Key Terms

Rule 12b-25, unreasonable effort and expense, Quarterly Report on Form 10-Q, adequate disclosure

4 terms

Rule 12b-25 regulatory

"the registrant seeks relief pursuant to Rule 12b-25(b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

unreasonable effort and expense regulatory

"unable to file, without unreasonable effort and expense, its Quarterly Report"

Quarterly Report on Form 10-Q regulatory

"its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026"

A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.

adequate disclosure financial

"to ensure adequate disclosure of certain information required to be included"

FAQ

Why did Charlie’s Holdings, Inc. (CHUC) file an NT 10-Q?

Charlie’s Holdings, Inc. filed an NT 10-Q because it could not complete its Quarterly Report for June 30, 2026 without unreasonable effort and expense. The company says it needs more time for compilation and review to ensure adequate disclosure of required information.

Which period does the delayed Form 10-Q of CHUC cover?

The delayed Form 10-Q for Charlie’s Holdings, Inc. covers the fiscal quarter ended June 30, 2026. The company indicates it needs extra time to compile and review information before completing the quarterly report.

When does Charlie’s Holdings, Inc. expect to file the late Form 10-Q?

Charlie’s Holdings, Inc. currently anticipates filing the Form 10-Q on or before the fifth calendar day following the original due date. This timing is consistent with the extension period allowed under SEC Rule 12b-25 for quarterly reports.

What reason did CHUC give for the delay in its Form 10-Q?

The company states it requires additional time for compilation and review to ensure adequate disclosure of certain information in the Form 10-Q. It characterizes filing on time as requiring unreasonable effort and expense under Rule 12b-25.

Who signed the late filing notification for Charlie’s Holdings, Inc. (CHUC)?

The notification was signed by Matthew P. Montesano, Chief Financial Officer of Charlie’s Holdings, Inc., dated August 14, 2026. His contact telephone number is also provided for further inquiries regarding the late filing.

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

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Available on EDGAR 08/14/2026 - 05:22 PM Accepted by SEC EDGAR 08/14/2026 - 05:22 PM

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: June 30, 2026

		☐ 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.

PART I — REGISTRANT INFORMATION

Charlie’s Holdings, Inc.

(Full Name of Registrant)

(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 Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (the “Form 10-Q”) because the Company requires additional time for compilation and review to ensure adequate disclosure of certain information required to be included in the Form 10-Q. The Company currently anticipates that the Form 10-Q will be filed on or before the fifth 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: August 14, 2026

/s/ Matthew P. Montesano

Matthew P. Montesano

Chief Financial Officer

Source: View Original Filing on SEC EDGAR