---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-009173"
form_type: "8-K"
ticker: "CHUC"
cik: "0001134765"
company_name: "Charlie's Holdings, Inc."
filed_at: "2023-04-04T23:59:59+00:00"
generated_at: "2026-06-17T06:16:59.285244+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.45
calibrated_materiality_score: 0.45
confidence: "high"
source: SEC EDGAR
---

# Charlie's Holdings amends Series A Preferred: adds NYSE conversion trigger, debt cap to $6M

## Summary
- Adds NYSE and NYSE American as exchanges that automatically convert Series A Preferred into common stock upon listing.
- Increases permitted indebtedness from $2.5M to $6.0M under the Certificate of Designations.
- Amendment approved by Board and majority Series A Preferred holders, effective March 31, 2023.

## SEC filing metadata
- accession: 0001437749-23-009173
- form_type: 8-K
- ticker: CHUC
- cik: 0001134765
- company_name: Charlie's Holdings, Inc.
- filed_at: 2023-04-04T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.45
- calibrated_materiality_score: 0.45
- confidence: high
- sec_items: 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1134765/000143774923009173/0001437749-23-009173-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1134765/000143774923009173/chuc20230403_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-009173
- JSON: https://secwatch.observer/filing/0001437749-23-009173.json
- Plain text: https://secwatch.observer/filing/0001437749-23-009173.txt

## Key facts
- Governance Changes
  Charlie's Holdings, Inc.: Amendment to Certificate of Designations for Series A Convertible Preferred Stock to add NYSE and NYSE American as listing exchanges triggering automatic conversion and increase Permitted Indebtedness from $2.5M to $6.0M (effective 2023-03-31).
  - Change: charter amendment
  - Effective: 2023-03-31
  source text: The Board of Directors and the holders of a majority of the Series A Convertible Preferred Stock of Charlie's Holdings, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Certificate of Designations, Preferences, and Rights of the outstanding shares of Series A Convertible Preferred Stock (the “Certificate of Designations”). The Amendment (i) adds the New York Stock Exchange and the NYSE American markets to the list of national security exchanges that would satisfy the condition in Section 4(b)(i) of the Certificate of Designations which, upon a listing on such exchanges, causes an automatic conversion of the Series A Convertible Preferred Stock into shares of common stock and (ii) increases the amount of Permitted Indebtedness (as defined in the Certificate of Designations) from $2.5 million to an amount not to exceed $6.0 million. The Amendment was effectuated through the filing of the Certificate of Amendment with the Secretary of the State of Nevada on Ma
  evidence_url: https://www.sec.gov/Archives/edgar/data/1134765/000143774923009173/0001437749-23-009173-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.