{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-26-019751","form_type":"8-K","ticker":"CHUC","cik":"0001134765","company_name":"Charlie's Holdings, Inc.","filed_at":"2026-06-05T20:31:41+00:00","discovered_at":"2026-06-05T20:33:00.344974+00:00","generated_at":"2026-06-05T20:37:24.747755+00:00","sec_items":["5.02","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Charlie's Holdings stockholders approve 1:3–1:50 reverse split to facilitate national exchange up-list","bullets":["Stockholders approved reverse stock split within range of 1-for-3 to 1-for-50, with board discretion to effect within two years to facilitate up-list to national exchange.","Equity incentive plan amended to increase shares available for issuance by 15 million shares; approved by 208,263,954 votes for, 2,199,294 against.","All five director nominees elected: Ryan Stump, Scot Cohen, Jeffrey Fox, Dr. Edward Carmines, and Michael King.","Ratification of Urish Popeck & Co. as independent auditor for fiscal year 2026 approved with 228,243,644 votes for."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-019751","json":"https://secwatch.observer/filing/0001437749-26-019751.json","markdown":"https://secwatch.observer/filing/0001437749-26-019751.md","text":"https://secwatch.observer/filing/0001437749-26-019751.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1134765/000143774926019751/0001437749-26-019751-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1134765/000143774926019751/chuc20260604_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-05T20:37:24.747755+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":"31b628072b98afe8a86d8c7d0e6f6de5a7c737db","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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1134765/000143774926019751/0001437749-26-019751-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-04"}],"fact_type":"shareholder_vote"},{"claim_id":"51aa84bc9aa1439bfbf440947651856be1a112e1","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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1134765/000143774926019751/0001437749-26-019751-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-04"}],"fact_type":"shareholder_vote"},{"claim_id":"8fdb9eb1cda11970878d16c65677fbfdc6a097f3","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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1134765/000143774926019751/0001437749-26-019751-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-04"}],"fact_type":"shareholder_vote"},{"claim_id":"d34ba5447668f2c7c8ef32b790f62dd3562aeb40","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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1134765/000143774926019751/0001437749-26-019751-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"reverse split"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-04"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}