BAT converts C$75M debenture at C$0.94, invests US$10M, now owns 40.6% of Charlotte's Web

Charlotte's Web Holdings, Inc.

BAT invested US$10M (C$13.9M) for 14.66M common shares at C$0.94 each via private placement.
Convertible debenture amended: conversion price cut from C$2.00 to C$0.94, cap raised to 40.8%.
BAT converted all principal (C$75.3M) and accrued interest into 95.28M shares; total holding = 109.9M shares (40.6%).
New investor rights agreement grants BAT at least 2 board seats, pre-emptive rights, and standstill until May 2028.
Debenture terminated; shares subject to lock-up until Nov 2027 and BAT gets demand & piggyback registration rights.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Charlotte's Web Holdings, Inc. issued 14,662,765 Common Shares of common stock to BT DE Investments Inc. (BAT) for C$0.94 per Purchased Share, aggregate US$10,000,000.

Security: common stock
Shares: 14,662,765 Common Shares
Purchaser: BT DE Investments Inc. (BAT)
Consideration: C$0.94 per Purchased Share, aggregate US$10,000,000

Exact text from the filing

on May 28, 2026, the Company issued the Purchased Shares to BAT at C$0.94 per share for an aggregate of US$10,000,000, or C$13,873,000.

View on SEC.gov

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Charlotte's Web Holdings, Inc. issued convertible note to BT DE Investments Inc. (BAT).

Security: convertible note
Purchaser: BT DE Investments Inc. (BAT)

Exact text from the filing

the Initial Conversion Price of the Convertible Debenture was reduced from C$2.00 to C$0.94 per share; (ii) the Interest Conversion Price of the Convertible Debenture was amended to C$0.94 per share; and (iii) the applicable threshold for purposes of the Conversion Cap was increased from 19.9% to 40.8%

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Charlotte's Web Holdings, Inc. issued 95,281,277 Common Shares of common stock to BT DE Investments Inc. (BAT) for conversion of principal and accrued interest at C$0.94 per share.

Security: common stock
Shares: 95,281,277 Common Shares
Purchaser: BT DE Investments Inc. (BAT)
Consideration: conversion of principal and accrued interest at C$0.94 per share

Exact text from the filing

on May 28, 2026, the Company issued 95,281,277 Common Shares in conversion of the principal amount of, and all accrued but unpaid interest on, the Convertible Debenture at C$0.94 per share.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Charlotte's Web Holdings, Inc. amended "Amendment and Conversion Notice" with BT DE Investments Inc. ("BAT") (effective 2026-05-28).

Action: amendment
Agreement: credit facility
Counterparty: BT DE Investments Inc. ("BAT")
Effective: 2026-05-28

Exact text from the filing

on May 28, 2026, the Company and BAT entered into an amendment and conversion notice (the “Amendment and Conversion Notice”) for the Convertible Debenture

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Charlotte's Web Holdings, Inc. amended "Amended & Restated IRA" with BT DE Investments Inc. ("BAT") (effective 2026-05-28).

Action: amendment
Counterparty: BT DE Investments Inc. ("BAT")
Effective: 2026-05-28

Exact text from the filing

on May 28, 2026, the Company and BAT amended and restated the Restated Investor Rights Agreement (as amended and restated, the “Amended & Restated IRA”)

View on SEC.gov

226 equity issuances filed in the last 30 days. Browse all equity issuances →

Charlotte's Web Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001750155-26-000094

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