Every 8-K that CHARLOTTES WEB HLDGS INC (CWBHF) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CWBHF and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CWBHF filings page.
Charlotte's Web Holdings, Inc. (CWBHF), through its wholly owned subsidiary Charlotte’s Web, Inc., entered into a new Convertible Promissory Note with DeFloria, Inc., a joint venture among Charlotte’s Web, AJNA BioSciences and a British American Tobacco subsidiary. The Note has an aggregate principal of $1,582,500, rolling up a prior note of $750,000 plus $82,500 of accrued interest. It is unsecured and governed by Delaware law.
The Note bears interest at 8.0% plus the Bank of England Base Rate, initially 11.25% per annum, resetting quarterly and capped at 14%. Prepayment is not allowed without consent of Majority Holders. Maturity occurs 90 days after demand by Majority Holders (only after a 24‑month anniversary trigger) or upon default. The Note automatically converts in a DeFloria qualified financing of at least $10,000,000 into preferred stock at the lower of an 80% discount to the financing price or a $146,000,000 Valuation Cap formula, and may also convert at CW’s option in other financings. On maturity, Majority Holders can require conversion into a new senior preferred series. A deemed liquidation event triggers accelerated repayment of principal, accrued interest, plus a 20% premium, unless CW elects conversion into senior preferred stock.
Charlotte’s Web Holdings reported second-quarter 2026 revenue of $10.9 million, down 15.2% from a year earlier, as it continued shifting away from lower-margin retail channels. Gross margin improved to 47.5%, and SG&A declined 5.4%, producing an operating loss of $4.4 million and a net loss of $4.1 million, versus $6.3 million a year ago. Adjusted EBITDA was a loss of $3.0 million, improving from a $3.6 million loss.
A recapitalization with British American Tobacco converted a large debenture into equity and added $10 million of new capital, cutting total liabilities by $57.0 million to $20.3 million and restoring shareholders’ equity to $56.1 million. Cash rose to $14.0 million, and net cash used in operations for the first half fell about 45% to $3.7 million. The company highlights advancing U.S. hemp policy debates, new healthcare pilot initiatives, and DeFloria’s planned Phase 2 trial, while noting regulatory risks, including new California restrictions affecting roughly 10% of revenue.
Charlotte’s Web Holdings, Inc. reports that co‑founder Jared Stanley resigned from its Board of Directors effective June 3, 2026. He will continue to support the company in an advisory capacity, and his decision is stated as not stemming from any disagreement over operations, policies, or financial reporting.
Stanley is dedicating his efforts to leading DeFloria, Inc., a clinical‑stage botanical pharmaceutical company co‑founded by Charlotte’s Web that is developing AJA001, an FDA Phase 2 investigational botanical drug for irritability associated with autism spectrum disorder. Charlotte’s Web is a co‑founder and shareholder of DeFloria and remains involved through this affiliation. Following his resignation, the Board consists of six directors.
Charlotte’s Web Holdings has deepened its strategic relationship with British American Tobacco’s subsidiary BT DE Investments (BAT). BAT invested US$10 million (C$13,873,000) to buy 14,662,765 new common shares at C$0.94 per share and simultaneously converted its existing convertible debenture into equity.
The debenture’s conversion terms were amended, cutting the conversion price from C$2.00 to C$0.94 and setting interest conversion at the same price. BAT converted all principal and accrued interest into 95,281,277 common shares. After the share purchase and conversion, BAT holds 109,944,042 shares, or about 40.6% of the 270,549,931 shares outstanding as of May 28, 2026.
An amended and restated investor rights agreement gives BAT board nomination rights aligned with ownership (with at least two nominees while it holds 10% or more), demand and piggyback registration rights, pre‑emptive and top‑up rights, transfer restrictions, a standstill capping ownership below 49% until May 28, 2028, and consent rights over certain major corporate actions and additional indebtedness above US$10 million.
Charlotte’s Web Holdings, Inc. completed a transformative transaction with British American Tobacco’s subsidiary BT DE Investments Inc. that converts debt to equity and adds new capital. A C$75.3 million convertible debenture plus C$14.2 million in accrued interest, totaling C$89.6 million, was fully converted into common shares at C$0.94 per share, issuing 95.3 million shares to BAT. BAT also invested an additional US$10 million (C$13.8 million) via a private placement for 14.7 million shares at the same price. In total, BAT will hold about 109.9 million shares, or 40.6% of 270.5 million common shares outstanding after closing. Shareholders strongly approved the debenture amendment and share issuance, and also set the board at six directors, re-elected all nominees, and appointed PKF O’Connor Davies LLP as auditor. BAT designee James Jeffery Raborn was appointed to the board, further formalizing the strategic relationship.
Charlotte’s Web Holdings reported Q1 2026 results and highlighted a major balance sheet transaction with BAT. Revenue was $11.2 million, down 9% from $12.3 million a year earlier, as the company exited lower-margin retail accounts. Gross margin was 46.6% versus 50.8% in Q1 2025.
SG&A fell 17.7% to $9.5 million, helping Adjusted EBITDA improve to a loss of $1.7 million from a $2.8 million loss. Net loss widened to $13.1 million, or $(0.08) per share, mainly from an $8.9 million non-cash fair value charge on the BAT convertible debenture.
The proposed BAT transaction would convert about $54 million of debenture plus interest and add a $10 million equity investment, eliminating roughly $3 million of annual interest and leaving BAT with about 40% of common shares, subject to TSX and shareholder approval. Cash was $5.2 million at March 31, 2026. The company is preparing to participate in the new CMS Beneficiary Engagement Incentive pathway and advancing the DeFloria AJA001 Phase 2 program, expected to start mid‑2026, while also upgrading its U.S. listing to the OTCQX Best Market.
Charlotte’s Web Holdings, Inc. is deepening its strategic relationship with British American Tobacco’s subsidiary BAT through a new equity investment and a major debenture conversion. BAT agreed to invest US$10,000,000 (approximately C$13.9 million) in common shares, with the price per share set at not less than C$0.94 and subject to a Toronto Stock Exchange discount formula, capped at 14,760,638 shares.
Concurrently, the parties will amend a prior C$75,341,080 (US$54 million) convertible debenture to reduce the conversion prices to C$0.94 per share and raise BAT’s conversion cap from 19.9% to 40.8%. This will allow conversion into 95,281,277 common shares, equal to 68.9% of the 159,683,953 shares outstanding as of the announcement and about 40.8% of the 269,725,868 shares expected to be outstanding after the investment and conversion. Together, the investment and debenture conversion represent a total equity commitment from BAT of approximately C$103 million (about US$75 million) and are expected to close on or around May 28, 2026, subject to shareholder approval.
In connection with these transactions, the parties agreed an Amended and Restated Investor Rights Agreement. BAT will gain board nomination rights proportional to its partially diluted ownership, with at least two nominees as long as it holds at least 10% of the company on a partially diluted basis. BAT also receives demand and piggyback registration rights for its shares, a two‑year standstill limiting it from exceeding 49% ownership or pursuing unsolicited control transactions, an 18‑month transfer restriction on its shares with limited exceptions, and pre‑emptive and top‑up rights that help it maintain its proportional stake while it holds at least 10% ownership. The agreement also gives BAT approval rights over certain major corporate actions, including creating securities senior to common shares, delisting from major exchanges, significant indebtedness above US$10,000,000, and any liquidation or winding‑up, while these ownership thresholds are met.
Charlotte’s Web Holdings reported Q4 2025 revenue of $13.3M, up 4.7% year over year, and full‑year revenue of $49.9M, a modest 0.5% increase. 2025 operating loss improved to $20.3M from $32.0M, while net loss was $29.7M, or $(0.19) per share, unchanged from 2024.
SG&A fell to $42.0M, down 21.2%, supporting an Adjusted EBITDA loss of $12.9M. Year‑end cash declined to $8.0M and shareholders’ equity moved to a $2.0M deficit.
Subsequent to year‑end, a proposed transaction with BAT would convert a C$75.3M debenture plus C$14.2M accrued interest and add a new $10M equity investment, leaving BAT with about 40% ownership and removing roughly $3M of annual interest expense, subject to TSX and shareholder approval. The company is also a launch partner for a CMMI Medicare pilot using the CMS Beneficiary Engagement Incentive, which allows participating organizations to fund up to $500 per Medicare beneficiary annually for eligible hemp‑derived CBD products.
Charlotte’s Web Holdings, Inc. entered into a major recapitalization transaction with BT DE Investments, Inc. (BAT) that will convert BAT’s C$75.3 million convertible debenture plus accrued interest into common shares and add a new US$10 million equity investment via private placement.
Together these steps will issue up to about 110 million new shares, eliminate approximately US$65 million of debt, stop future interest accrual and, if approved, leave the company with no long‑term debt and a simplified capital structure. After closing, BAT is expected to own about 40% of Charlotte’s Web’s common shares, and the company plans to use the new capital to support near‑term operating priorities, including anticipated participation in the CMMI Medicare pilot program.
Charlotte’s Web Holdings (CWBHF) furnished its quarterly results press release. The company announced financial results for the three and nine months ended September 30, 2025, via an earnings release furnished as Exhibit 99.1.
The information was provided under Item 2.02 and is designated as furnished, not filed, under the Exchange Act. Further details are available in Exhibit 99.1 referenced in the report.
Charlotte’s Web Holdings, Inc. announced board changes. Effective November 1, 2025, the company appointed Borgia Walker to its board of directors, following the resignation of Jonathan Atwood effective October 1, 2025. Ms. Walker’s term will run through the 2026 annual general meeting of shareholders.
She was appointed as a British American Tobacco designee under the Investor Rights Agreement dated November 14, 2022. The company disclosed that Ms. Walker is not party to any transaction requiring disclosure under Item 404(a) of Regulation S-K. A press release announced the appointment on October 21, 2025.
Charlotte's Web Holdings, Inc. disclosed that director Jonathan Atwood has notified the company of his intention to resign from the Board and any committee memberships, effective October 1, 2025. The company stated that Mr. Atwood's decision is not related to any disagreement with management, the board, or the company's accounting or financial reporting. This notice signals a forthcoming change in board composition but does not identify any dispute or financial issue tied to the departure.