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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 30, 2023
Charlotte’s
Web Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
| British Columbia |
000-56364 |
98-1508633 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
700 Tech Court
Louisville, Colorado |
80027 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (720) 617-7303
Not applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.
below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of exchange on which registered |
| N/A |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
Effective
March 30, 2023 (the “Effective Date”), the Company entered into an amendment (the “Amendment”) to the offer of
employment, dated December 19, 2022 (the “Offer Letter”), with Jessica Saxton, Chief Financial Officer of the Company. Pursuant
to the Amendment, Ms. Saxton’s relocation reimbursement was increased from $40,000 to $45,000, she was provided a 12-month housing
assistance allowance of $1,500 per month through March 31, 2024, and she was provided a vehicle assistance allowance of $1120 per month
through January 31, 2025.
The
foregoing description of Ms. Saxton’s Amendment is qualified in its entirety by reference to the agreement, which is included as
Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits. |
| |
(d) |
Exhibits: |
| |
|
|
†
Indicates a management contract or compensatory plan or arrangement.
∔
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) and/or Item 601(b)(10)(iv) of
Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
|
CHARLOTTE’S WEB HOLDINGS, INC. |
| |
|
|
|
| Date: April 3, 2023 |
|
By: |
/s/ Stephen Rogers |
| |
|
|
Stephen Rogers |
| |
|
|
Senior Vice President - General Counsel and Corporate Secretary |
| |
|
|
|
Exhibit 99.1
March 30, 2023
VIA E-Mail
Jessica Saxton
[* * *]
RE: Amendment to Offer of Employment with Charlotte’s Web Holdings,
Inc.
Dear Jessica,
This letter serves as an amendment (“Amendment”) to your offer
of employment from Charlotte’s Web Holdings, Inc. Provided that you timely sign and return a copy of this Amendment to me, this
Amendment shall be effective as of March 10, 2023. Except as expressly set forth in this Amendment, all other terms and conditions of
your Offer Letter remain in full force and effect, as if expressly stated herein.
| 1. | Relocation. The relocation section of your offer
letter shall be amended such that Charlotte’s Web will increase relocation costs from $40,000 up to $45,000. |
| 2. | Housing assistance. Charlotte’s Web is prepared
to offer you $1,500 per month for a total of 12 months, grossed up, to assist with housing costs. Reimbursement will be made directly
to you through regular payroll. |
| 3. | Vehicle Lease. Charlotte’s Web offers $1120/month
through January 31, 2025 for a vehicle lease. |
Nothing contained herein shall in any way alter the nature of your employment
status as an at-will employee. Please confirm your understanding and acceptance of this Amendment by signing and returning a copy of this
Agreement to me by March 15, 2023.
We look forward to mutual collaboration and to your continued contribution
in developing the business. Please feel free to contact me if you have any questions.
Sincerely,
/s/ Mindy Garrison
Mindy Garrison
Chief People Officer
On behalf of Charlotte’s Web Holdings, Inc.
Accepted and Agree:
| /s/ Jessica Saxton |
March 30, 2023 |
| Jessica Saxton |
Date |
[* * *] Indicates material that has been redacted
from this Exhibit 10.1 because it is confidential and not material.