---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-26-004180"
form_type: "8-K"
ticker: "CHUC"
cik: "0001134765"
company_name: "Charlie's Holdings, Inc."
filed_at: "2026-02-13T23:59:59+00:00"
generated_at: "2026-05-16T02:43:12.814399+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Charlie's Holdings raises $710K via private placement of 3.55M shares at $0.20/share

## Summary
- Sold 3,550,000 shares of common stock at $0.20 per share to accredited investors.
- Gross proceeds of $710,000: $510,000 in cash and $200,000 in debt forgiveness.
- Proceeds allocated to working capital and amending certain PMTAs (Premarket Tobacco Product Applications).
- Investor in exhibit acknowledges substantial doubt about company's ability to continue as going concern.
- Offering conducted under Section 4(a)(2) exemption; shares unregistered with restrictive legends.

## SEC filing metadata
- accession: 0001437749-26-004180
- form_type: 8-K
- ticker: CHUC
- cik: 0001134765
- company_name: Charlie's Holdings, Inc.
- filed_at: 2026-02-13T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1134765/000143774926004180/0001437749-26-004180-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1134765/000143774926004180/chuc20260213_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-26-004180
- JSON: https://secwatch.observer/filing/0001437749-26-004180.json
- Plain text: https://secwatch.observer/filing/0001437749-26-004180.txt

## Key facts
- Equity Issuances
  Charlie's Holdings, Inc. issued 3,550,000 shares of common stock to investors for $0.20 per share.
  - Security: common stock
  - Shares: 3,550,000 shares
  - Purchaser: investors
  - Consideration: $0.20 per share
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1134765/000143774926004180/0001437749-26-004180-index.htm

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