Charlie’s Holdings (NASDAQ: CHUC) delays Q1 2026 10-Q filing — 12b-25 notice

Rhea-AI Filing Summary

Charlie’s Holdings, Inc. notified the SEC on Form 12b-25 that it cannot file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 without unreasonable effort or expense. The company states it needs additional time for compilation and review and anticipates filing the Form 10-Q on or before the fifth calendar day following the prescribed due date.

The notification is signed by Matthew P. Montesano, Chief Financial Officer, dated March 14, 2026. Contact telephone listed is 949-531-6855.

Key Figures

Quarter end: March 31, 2026 Extension window: fifth calendar day Signature date: March 14, 2026 +1 more

4 metrics

Quarter end March 31, 2026 Fiscal quarter ended

Extension window fifth calendar day Permitted filing extension for quarterly reports under Rule 12b-25

Signature date March 14, 2026 Date the 12b-25 was signed by CFO

Contact telephone 949-531-6855 Registrant contact provided in the form

Key Terms

Rule 12b-25, Form 10-Q, fifth calendar day

3 terms

Rule 12b-25 regulatory

"The reason described in reasonable detail in Part III of this form could not be eliminated"

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.

Form 10-Q regulatory

"Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

fifth calendar day regulatory

"will be filed on or before the fifth calendar day following the prescribed due date"

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

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Accepted by SEC EDGAR 05/15/2026 - 09:00 AM Learn about SEC filing dates

FAQ

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

They filed because they cannot timely file their Form 10-Q for the quarter ended March 31, 2026. The company cites the need for additional time for compilation and review to ensure adequate disclosure before filing.

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

Charlie’s Holdings anticipates filing on or before the fifth calendar day following the prescribed due date. The notification explicitly states the company expects to meet that five-calendar-day extension period.

Who signed the Form 12b-25 for CHUC and when?

The Form 12b-25 was signed by Matthew P. Montesano, Chief Financial Officer, on March 14, 2026. His contact telephone number is listed as 949-531-6855 in the filing.

Does the Form 12b-25 indicate material changes to CHUC’s results?

No. The form includes a question about significant changes in results and the company answered No. The filing does not attach any quantitative or narrative disclosure of material earnings changes.

What does a Form 12b-25 filing mean for CHUC’s periodic reporting obligations?

A Form 12b-25 notifies the SEC that the company seeks an extension to file a required periodic report. Charlie’s Holdings states it will file the Form 10-Q within the permitted extension timeframe for quarterly reports.

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: March 31, 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 March 31, 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: March 14, 2026	By	/s/ Matthew P. Montesano
		Matthew P. Montesano Chief Financial Officer