{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-25-012214","form_type":"8-K","ticker":"CHUC","cik":"0001134765","company_name":"Charlie's Holdings, Inc.","filed_at":"2025-04-17T23:59:59+00:00","discovered_at":"2026-05-14T18:02:47.621855+00:00","generated_at":"2026-05-23T11:31:45.042306+00:00","sec_items":["1.01","2.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Charlie's Holdings sells PACHA synthetic vape assets to R.J. Reynolds for $5M + up to $4.2M contingent","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-25-012214","json":"https://secwatch.observer/filing/0001437749-25-012214.json","markdown":"https://secwatch.observer/filing/0001437749-25-012214.md","text":"https://secwatch.observer/filing/0001437749-25-012214.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1134765/000143774925012214/0001437749-25-012214-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1134765/000143774925012214/chuc20250416_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-23T11:31:45.042306+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3f10a5960f29ff79fe9d700a1be373be34a6dae7","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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1134765/000143774925012214/0001437749-25-012214-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"R. J. Reynolds Vapor Company"},{"label":"Consideration","value":"$5.0 million paid at closing, plus a contingent one-time payment of up to $4.2 million"},{"label":"Closing","value":"2025-04-16"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}