{"version":"company-facts.v1","source":"https://secwatch.observer","generated_at":"2026-06-09T19:29:17.112905+00:00","company":{"ticker":"CHUC","cik":1134765,"company_name":"Charlie's Holdings, Inc."},"pagination":{"limit":100,"returned":9,"next_cursor":null},"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer","counterparties":{"ma_counterparty":[{"display_name":"R. J. Reynolds Vapor Company","detail":"disposition","count":3,"first_seen":"2025-04-17T23:59:59+00:00","last_seen":"2025-08-11T23:59:59+00:00","evidence_fact_ids":[27745,28771,85355]}]},"facts":[{"fact_type":"shareholder_vote","fact_key":"8fdb9eb1cda11970878d16c65677fbfdc6a097f3","cik":1134765,"ticker":"CHUC","company_name":"Charlie's Holdings, Inc.","filed_at":"2026-06-05T20:31:41+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2026-06-04","outcome":"passed","proposal_text":"To Approve an Amendment to the Equity Incentive Plan","proposal_type":"equity_plan","results":[{"broker_non_votes":"17,908,420","subject":null,"votes_abstain":"187,405","votes_against":"2,199,294","votes_for":"208,263,954","votes_withheld":null}]},"claim":"Charlie's Holdings, Inc. shareholders approved To Approve an Amendment to the Equity Incentive Plan at the 2026-06-04 meeting.","evidence_excerpt":"Proposal 4 – To Approve an Amendment to the Equity Incentive Plan The Company’s stockholders approved an amendment to the 2019 Plan to increase the number of shares of common stock available for issuance under the 2019 Plan by 15 million shares by the following vote: For Against Abstentions Broker Non-Votes 208,263,954 2,199,294 187,405 17,908,420","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001437749-26-019751","anchor_url":"https://secwatch.observer/filing/0001437749-26-019751#claim-8fdb9eb1cda11970878d16c65677fbfdc6a097f3","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1134765/000143774926019751/0001437749-26-019751-index.htm"},{"fact_type":"shareholder_vote","fact_key":"d34ba5447668f2c7c8ef32b790f62dd3562aeb40","cik":1134765,"ticker":"CHUC","company_name":"Charlie's Holdings, Inc.","filed_at":"2026-06-05T20:31:41+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2026-06-04","outcome":"passed","proposal_text":"To Approve a Reverse Stock Split","proposal_type":"reverse_split","results":[{"broker_non_votes":"0","subject":null,"votes_abstain":"231,710","votes_against":"1,876,023","votes_for":"226,451,340","votes_withheld":null}]},"claim":"Charlie's Holdings, Inc. shareholders approved To Approve a Reverse Stock Split at the 2026-06-04 meeting.","evidence_excerpt":"Proposal 3 – To Approve a Reverse Stock Split The Company’s stockholders approved a proposal to, in order to facilitate an up-list to a national securities exchange, grant discretionary authority to the Board to (i) combine outstanding shares of our common stock into a lesser number of outstanding shares at a specific ratio within a range of 1-for-3 to a maximum of a 1-for-50 split, with the exact ratio to be determined by the Board in its sole discretion; and (ii) effect the Reverse Split, if at all, within two years by stockholders by the following vote: For Against Abstentions Broker Non-Votes 226,451,340 1,876,023 231,710 0","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001437749-26-019751","anchor_url":"https://secwatch.observer/filing/0001437749-26-019751#claim-d34ba5447668f2c7c8ef32b790f62dd3562aeb40","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1134765/000143774926019751/0001437749-26-019751-index.htm"},{"fact_type":"shareholder_vote","fact_key":"51aa84bc9aa1439bfbf440947651856be1a112e1","cik":1134765,"ticker":"CHUC","company_name":"Charlie's Holdings, Inc.","filed_at":"2026-06-05T20:31:41+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2026-06-04","outcome":"passed","proposal_text":"To Ratify the appointment of Urish Popeck & Co., LLC as independent registered certified public accounting firm for fiscal year 2026","proposal_type":"auditor_ratification","results":[{"broker_non_votes":"0","subject":null,"votes_abstain":"178,356","votes_against":"137,073","votes_for":"228,243,644","votes_withheld":null}]},"claim":"Charlie's Holdings, Inc. shareholders approved To Ratify the appointment of Urish Popeck & Co., LLC as independent registered certified public accounting firm for fiscal year 2026 at the 2026-06-04 meeting.","evidence_excerpt":"Proposal 2 – To Ratify the appointment of Urish Popeck & Co., LLC The Company’s stockholders ratified the appointment of Urish Popeck & Co., LLC as our independent registered certified public accounting firm for fiscal year 2026 by the following vote: For Against Abstentions Broker Non-Votes 228,243,644 137,073 178,356 0","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001437749-26-019751","anchor_url":"https://secwatch.observer/filing/0001437749-26-019751#claim-51aa84bc9aa1439bfbf440947651856be1a112e1","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1134765/000143774926019751/0001437749-26-019751-index.htm"},{"fact_type":"shareholder_vote","fact_key":"31b628072b98afe8a86d8c7d0e6f6de5a7c737db","cik":1134765,"ticker":"CHUC","company_name":"Charlie's Holdings, Inc.","filed_at":"2026-06-05T20:31:41+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2026-06-04","outcome":"passed","proposal_text":"Election of Directors","proposal_type":"director_election","results":[{"broker_non_votes":"17,908,420","subject":"Ryan Stump","votes_abstain":null,"votes_against":null,"votes_for":"210,409,963","votes_withheld":"240,690"},{"broker_non_votes":"17,908,420","subject":"Scot Cohen","votes_abstain":null,"votes_against":null,"votes_for":"210,390,660","votes_withheld":"259,993"},{"broker_non_votes":"17,908,420","subject":"Jeffrey Fox","votes_abstain":null,"votes_against":null,"votes_for":"210,410,765","votes_withheld":"239,888"},{"broker_non_votes":"17,908,420","subject":"Dr. Edward Carmines","votes_abstain":null,"votes_against":null,"votes_for":"210,408,820","votes_withheld":"241,833"},{"broker_non_votes":"17,908,420","subject":"Michael King","votes_abstain":null,"votes_against":null,"votes_for":"210,409,963","votes_withheld":"257,917"}]},"claim":"Charlie's Holdings, Inc. shareholders approved Election of Directors at the 2026-06-04 meeting.","evidence_excerpt":"At the Annual Meeting held on June 4, 2026, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in the Company’s definitive proxy statement for the Annual Meeting, which was filed on April 20, 2026. Proposal 1 – Election of Directors The Company’s stockholders elected the following nominees for director to serve a one-year term ending at the 2027 Annual Meeting of Stockholders and until such director’s successor is duly elected or appointed and qualified or, if earlier, such director’s earlier death, resignation or removal: Nominee For Withhold Broker Non-Votes Ryan Stump 210,409,963 240,690 17,908,420 Scot Cohen 210,390,660 259,993 17,908,420 Jeffrey Fox 210,410,765 239,888 17,908,420 Dr. Edward Carmines 210,408,820 241,833 17,908,420 Michael King 210,409,963 257,917 17,908,420","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001437749-26-019751","anchor_url":"https://secwatch.observer/filing/0001437749-26-019751#claim-31b628072b98afe8a86d8c7d0e6f6de5a7c737db","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1134765/000143774926019751/0001437749-26-019751-index.htm"},{"fact_type":"equity_issuance","fact_key":"0895bacd13f05c7310bdd2113d799e484b01a036","cik":1134765,"ticker":"CHUC","company_name":"Charlie's Holdings, Inc.","filed_at":"2026-02-13T23:59:59+00:00","payload":{"action":"private_placement","consideration_text":"$0.20 per share","effective_date":"2026-02-13","item_codes_triggered":["3.02"],"purchaser":"investors","security_type":"common_stock","shares_text":"3,550,000 shares"},"claim":"Charlie's Holdings, Inc. issued 3,550,000 shares of common stock to investors for $0.20 per share.","evidence_excerpt":"Charlie's Holdings, Inc. (the \"Company\") entered into subscription agreements with investors for the sale of an aggregate of 3,550,000 shares of its common stock, par value $0.001 per share, at a purchase price per share of $0.20 (the “Offering”), $510,000 of which was paid in cash and $200,000 of which was paid in the form of debt forgiveness.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001437749-26-004180","anchor_url":"https://secwatch.observer/filing/0001437749-26-004180#claim-0895bacd13f05c7310bdd2113d799e484b01a036","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1134765/000143774926004180/0001437749-26-004180-index.htm"},{"fact_type":"ma_transaction","fact_key":"12da87ddaa46db57c4ae0eeda327df4b041481f5","cik":1134765,"ticker":"CHUC","company_name":"Charlie's Holdings, Inc.","filed_at":"2025-08-11T23:59:59+00:00","payload":{"action":"disposition","closing_date":"2025-08-08","consideration_text":"$1.0 million","counterparty":"R. J. Reynolds Vapor Company","effective_date":"2025-08-08","item_codes_triggered":["2.01"]},"claim":"Charlie's Holdings, Inc. completed a disposition involving R. J. Reynolds Vapor Company for $1.0 million (closed 2025-08-08).","evidence_excerpt":"tobacco application (“PMTA”) first submitted by the Company in 2022, bringing the total purchased by the Buyer to sixteen. The purchase price for the Additional Assets was $1.0 million paid at closing. The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the form of","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001437749-25-025812","anchor_url":"https://secwatch.observer/filing/0001437749-25-025812#claim-12da87ddaa46db57c4ae0eeda327df4b041481f5","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1134765/000143774925025812/0001437749-25-025812-index.htm"},{"fact_type":"ma_transaction","fact_key":"3fdab8776acc513469ab24cbf510fcf7d1925eb7","cik":1134765,"ticker":"CHUC","company_name":"Charlie's Holdings, Inc.","filed_at":"2025-06-03T23:59:59+00:00","payload":{"action":"disposition","closing_date":"2025-05-29","consideration_text":"$1.5 million","counterparty":"R. J. Reynolds Vapor Company","effective_date":"2025-05-29","item_codes_triggered":["2.01"]},"claim":"Charlie's Holdings, Inc. completed a disposition involving R. J. Reynolds Vapor Company for $1.5 million (closed 2025-05-29).","evidence_excerpt":"(“PMTA”) first submitted by the Company in 2022, bringing the total purchased by the Buyer, to date, to fifteen products. The purchase price for the Additional Assets was $1.5 million paid at closing. The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the form of","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001437749-25-019288","anchor_url":"https://secwatch.observer/filing/0001437749-25-019288#claim-3fdab8776acc513469ab24cbf510fcf7d1925eb7","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1134765/000143774925019288/0001437749-25-019288-index.htm"},{"fact_type":"ma_transaction","fact_key":"3f10a5960f29ff79fe9d700a1be373be34a6dae7","cik":1134765,"ticker":"CHUC","company_name":"Charlie's Holdings, Inc.","filed_at":"2025-04-17T23:59:59+00:00","payload":{"action":"disposition","closing_date":"2025-04-16","consideration_text":"$5.0 million paid at closing, plus a contingent one-time payment of up to $4.2 million","counterparty":"R. J. Reynolds Vapor Company","effective_date":"2025-04-16","item_codes_triggered":["2.01"]},"claim":"Charlie's Holdings, Inc. completed a disposition involving R. J. Reynolds Vapor Company for $5.0 million paid at closing, plus a contingent one-time payment of up to $4.2 million (closed 2025-04-16).","evidence_excerpt":"and related assets (the “Assets”) that are covered by a premarket tobacco application (“PMTA”) first submitted by the Company in 2022. The purchase price for the Assets was $5.0 million paid at closing, plus a contingent one-time payment of up to $4.2 million based on product sold by the Buyer during the one year following the first day of commercialization of","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001437749-25-012214","anchor_url":"https://secwatch.observer/filing/0001437749-25-012214#claim-3f10a5960f29ff79fe9d700a1be373be34a6dae7","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1134765/000143774925012214/0001437749-25-012214-index.htm"},{"fact_type":"auditor_change","fact_key":"720bc7d8b10ff25198c73ef4444d4557664a5971","cik":1134765,"ticker":"CHUC","company_name":"Charlie's Holdings, Inc.","filed_at":"2024-04-19T23:59:59+00:00","payload":{"action":"resignation","auditor_name":"Mazars USA LLP","disagreement_text":null,"effective_date":"2024-04-17","item_codes_triggered":["4.01"],"non_reliance_signal":"none","successor_auditor_name":null},"claim":"Mazars USA LLP resigned as auditor of Charlie's Holdings, Inc..","evidence_excerpt":"On April 17, 2024, the Audit Committee (the \"Committee\") of the Board of Directors of Charlie’s Holdings, Inc. (the \"Company\") accepted the resignation of Mazars USA LLP (\"Mazars\"), the Company’s current independent registered public accounting firm.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001437749-24-012565","anchor_url":"https://secwatch.observer/filing/0001437749-24-012565#claim-720bc7d8b10ff25198c73ef4444d4557664a5971","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1134765/000143774924012565/0001437749-24-012565-index.htm"}]}