Charlie's Holdings, Inc. (CHUC): M&A transaction — Charlie's Holdings sells PACHA synthetic vape assets to R.J. Reynolds for $5M + up to $4.2M contingent

Charlie's Holdings, Inc.

Asset sale includes twelve PACHA synthetic product SKUs and related PMTA filings to R.J. Reynolds Vapor Company.
Upfront cash payment of $5.0M less $318,839.47 note payoff to Chemular; plus contingent payment up to $4.2M based on 12-month post-commercialization sales.
Concurrent payoff of Seller Note with principal of $370,000 issued January 2025.
Transaction closed on April 16, 2025; Buyer assumes only specified liabilities and licenses back listed IP.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

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).

Action: disposition
Counterparty: R. J. Reynolds Vapor Company
Consideration: $5.0 million paid at closing, plus a contingent one-time payment of up to $4.2 million
Closing: 2025-04-16

Exact text from the filing

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

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Charlie's Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001437749-25-012214

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