--- schema_version: "secwatch.filing_event.v1" accession: "0001750155-26-000080" form_type: "8-K" ticker: "CWBHF" cik: "0001750155" company_name: "Charlotte's Web Holdings, Inc." filed_at: "2026-06-01T21:13:23+00:00" generated_at: "2026-06-01T21:15:55.210033+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Charlotte's Web appoints BAT GC to board, closes debt conversion & US$10M investment ## Summary - Appointed James Jeffery Raborn (EVP Law at Reynolds American/BAT) to board as BAT designee, effective May 28, 2026. - Shareholders approved amendment and conversion of C$75.3M debenture plus accrued interest into shares at C$0.94. - Debenture fully converted: 95,281,277 shares issued; plus BAT invested US$10M for 14,662,765 shares at same price. - Total shares post-closing ~270.5M; BAT holds ~40.6% becoming a 'Control Person'. - Net proceeds from US$10M cash to support CMMI Medicare pilot program and medical channel initiatives. ## SEC filing metadata - accession: 0001750155-26-000080 - form_type: 8-K - ticker: CWBHF - cik: 0001750155 - company_name: Charlotte's Web Holdings, Inc. - filed_at: 2026-06-01T21:13:23+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 5.02, 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1750155/000175015526000080/0001750155-26-000080-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1750155/000175015526000080/cweb-20260528.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001750155-26-000080 - JSON: https://secwatch.observer/filing/0001750155-26-000080.json - Plain text: https://secwatch.observer/filing/0001750155-26-000080.txt ## Source-grounded claims - claim_id: db763256be claim: James Jeffery Raborn was appointed as Director at Charlotte's Web Holdings, Inc.. evidence_excerpt: Effective May 28, 2026 (the “Effective Date”), the board of directors of Charlotte’s Web Holdings, Inc. (the “Company”), appoint James Jeffery Raborn to the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1750155/000175015526000080/0001750155-26-000080-index.htm - claim_id: 293b5c8b8f69a7cd6a361989a8285970ca6a72e4 claim: Charlotte's Web Holdings, Inc. shareholders approved To set the number of directors of the Company at six. at the 2026-05-28 meeting. evidence_excerpt: Proposal No. 1: To set the number of directors of the Company at six. The shareholders ratified the setting of the number of directors of the Company at six (6) directors. Votes For Votes Against Abstain 95,340,748 1,172,764 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1750155/000175015526000080/0001750155-26-000080-index.htm - claim_id: 29d411526b41b05e8814c9d67fa134ec5e5893a5 claim: Charlotte's Web Holdings, Inc. shareholders approved To appoint PKF O'Connor Davies LLP as auditors for the ensuing fiscal year ending December 31, 2026 and the authorization of the board of directors to fix the remuneration to be paid to the auditors. at the 2026-05-28 meeting. evidence_excerpt: Proposal No. 3: To appoint PKF O’Connor Davies LLP as auditors for the ensuing fiscal year ending December 31, 2026 and the authorization of the board of directors to fix the remuneration to be paid to the auditors. The shareholders ratified the appointment of PKF O’Connor Davies LLP as the Company’s auditors for the ensuing fiscal year ending December 31, 2026 and the authorization of the board of directors to fix the remuneration of the auditors. Votes For Votes Against Abstain 90,245,431 0 6,268,081 evidence_url: https://www.sec.gov/Archives/edgar/data/1750155/000175015526000080/0001750155-26-000080-index.htm - claim_id: 4ba4ac5d38b62c01600241fc5e8ddaa3317f2222 claim: Charlotte's Web Holdings, Inc. shareholders approved To approve the ordinary resolution (the "Transaction Resolution") authorizing and approving the amendment of the Company's C$75,341,080 principal amount convertible debenture held by BT DE Investments Inc. and the issuance of common shares that may be required to be issued to BAT upon conversion and at the 2026-05-28 meeting. evidence_excerpt: Proposal No. 4: To approve the ordinary resolution (the "Transaction Resolution") authorizing and approving the amendment (the "Amendment") of the Company's C$75,341,080 principal amount convertible debenture held by BT DE Investments Inc. (“BAT”), a wholly owned subsidiary of British American Tobacco p.l.c., issued on November 14, 2022 (the “Convertible Debenture”) and the issuance of common shares of the Company ("Common Shares") that may be required to be issued to BAT upon: (i) the conversion (the “Conversion”) of the Convertible Debenture; and (ii) the concurrent equity investment in the Company by BAT (the “Investment”, and together with the Amendment and the Conversion, the “Transaction”), where such Transaction would, (x) “materially affect control” (as such term is defined in the Toronto Stock Exchange Company Manual) of the Company through the creation of a new “Control Person” (as such term is defined in the Securities Act (British Columbia)); and (y) result in the issuance evidence_url: https://www.sec.gov/Archives/edgar/data/1750155/000175015526000080/0001750155-26-000080-index.htm - claim_id: c911f44f81ca9645a382d92a019b74fc2da91305 claim: Charlotte's Web Holdings, Inc. shareholders approved To elect directors for the forthcoming year. at the 2026-05-28 meeting. evidence_excerpt: Proposal No. 2: To elect directors for the forthcoming year. The shareholders voted to elect the following individuals as directors of the Company until the next annual meeting of shareholders at which election of directors is considered, or until his or her successor is duly elected or appointed: Name of Director Nominee Votes For Votes Withheld Abstain Broker Non-Votes Matthew McCarthy 49,512,385 0 2,034,163 44,966,964 Angela McElwee 37,597,387 0 13,949,161 44,966,964 William Morachnick 47,775,558 0 3,770,990 44,966,964 Jared Stanley 46,776,458 0 4,770,090 44,966,964 Maureen Usifer 49,462,870 0 2,083,678 44,966,964 M. Borgia Walker 47,934,484 0 3,612,064 44,966,964 evidence_url: https://www.sec.gov/Archives/edgar/data/1750155/000175015526000080/0001750155-26-000080-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.