UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):   June 26, 2019
 
Commission File Number:   001-32420
 
Charlie’s Holdings, Inc.
(Exact name of registrant as specified in its charter.)
 
Nevada
(State or other jurisdiction of incorporation or organization)
84-1575085
(IRS Employer Identification No.)
 
1007 Brioso Dr., Costa Mesa, California 92627
(Address of principal executive offices)
 
949-531-6855
(Registrant's Telephone number)
 
True Drinks Holdings, Inc.
(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:
 
[ ] 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(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
CHUC
OTC Pink Marketplace
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
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 3.03 Material Modification to Rights of Security Holders.
 
See Item 5.03.
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On June 27, 2019, True Drinks Holdings, Inc. (the “ Company ”) amended its Articles of Incorporation to change the name of the Company to “Charlie’s Holdings, Inc.” (the “ Name Change ”), as well as to increase the number of shares of the Company’s common stock, par value $0.001 per share (“ Common Stock ”), authorized for issuance under the Company’s Articles of Incorporation from 7.0 billion shares to 50.0 billion shares (the “ Authorized Share Increase ”). The Name Change and Authorized Share Increase were effected through the filing with the Secretary of State of the State of Nevada of a Certificate of Amendment to the Company’s Articles of Incorporation (the “ Amendment ”), a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K.
 
As disclosed in the Company’s Definitive Information Statement (“ Information Statement ”), filed with the Securities and Exchange Commission (“ SEC ”) on May 28, 2019 and mailed to the Company’s stockholders on or about June 3, 2019, the Name Change and Authorized Share Increase were approved by the Company’s Board of Directors and by written consent of holders of a majority of the Company’s outstanding voting securities on May 8, 2019. More information about the Name Change and Authorized Share Increase can be found in the Company’s Information Statement.
 
In connection with the Amendment, all of the Company’s Series B Convertible Preferred Stock, par value $0.001, were automatically converted into approximately 13,963,047,716 shares of Common Stock.
 
The Name Change will become effective with the OTC Pink Market at the opening of trading on July 3, 2019 under the symbol “CHUC” to better reflect the new name of the Company.  The Company’s new CUSIP number is 16077A101.
 
The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
 
Item 8.01 Other Events
 
On July 2, 2019, the Company issued a press release announcing the Company’s name change and ticker symbol change, and providing certain information to stockholders. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
 
Item 9.01 Financial Statements and Exhibits.
 
See Exhibit Index.
 
 
 
 
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 hereunto duly authorized.
 
 
 
 
 
 
Date:   July 2 , 2019
 
Charlie’s Holdings, Inc.
 
By:  /s/ David Allen 
Name: David Allen
Title: Chief Financial Officer
 
 
 
 
 
 
Exhibit Index
 
Exhibit No.
 
Description
 
Certificate of Amendment to Articles of Incorporation
 
Press Release dated July 2, 2019
 
 
 
 
 
 Exhibit 3.1
 
  AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CHARLIE’S HOLDINGS, INC.
 
 
ARTICLE I
NAME
 
 The name of the corporation is Charlie’s Holdings, Inc. (the “ Corporation” ).
 
ARTICLE II
PURPOSES AND POWERS
 
             The Corporation shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon corporations organized under the laws of Nevada. In addition, the Corporation may do everything necessary, suitable or proper for the accomplishment of any of its corporate purposes. The Corporation may conduct part or all of its business in any part of Nevada, the United States or the world and may hold, purchase, mortgage, lease and convey real and personal property in any of such places.
 
ARTICLE III
CAPITAL STOCK
 
             1. Authorized Shares of Common Stock . The aggregate number of shares of stock which the Corporation shall have authority to issue is 50,000,000,000 shares of $.001 par value Common Stock. The shares of this class of Common Stock shall have unlimited voting rights and shall constitute the sole voting group of the Corporation, except to the extent any additional voting group or groups may hereafter be established in accordance with the Nevada Revised Statutes. The shares of this class shall also be entitled to receive the net assets of the Corporation upon dissolution.
 
            2. Voting Rights; Denial of Preemptive Rights . Each shareholder of record shall have one vote for each share of stock standing in his name on the books of the Corporation and entitled to vote, except that in the election of directors each shareholder shall have as many votes for each share held by him as there are directors to be elected and for whose election the shareholder has a right to vote. Cumulative voting shall not be permitted in the election of directors or otherwise. Preemptive rights to purchase additional shares of stock are denied.
 
             3. Authorized Shares of Preferred Stock . The Corporation shall have the authority to issue 5,000,000 shares of $.001 par value Preferred Stock, which may be issued in one or more series at the discretion of the board of directors. In establishing a series, the board of directors shall give to it a distinctive designation so as to distinguish it from the shares of all other series and classes, shall fix the number of shares in such series, and the preferences, rights and restrictions thereof. All shares of any one series shall be alike in every particular except as otherwise provided by these Articles of Incorporation or the Nevada Revised Statutes.
 
ARTICLE IV
BOARD OF DIRECTORS
 
The number of directors of the Corporation shall be fixed by the bylaws, or if the bylaws fail to fix such a number, then by resolution adopted from time to time by the board of directors, provided that the number of directors shall not be less than one.
 
ARTICLE V
REGISTERED OFFICE AND RESIDENT AGENT
 
The street address of the registered office of the Corporation is 1100 East William Street, Suite 207, Carson City, Nevada 89701. The name of the registered agent of the Corporation at such address is the National Registered Agents, Inc. of Nevada.
 
 
 
 
ARTICLE VI
PRINCIPAL OFFICE
 
The address of the principal office of the Corporation is 1007 Brioso Drive, Costa Mesa, California 92627.
 
ARTICLE VII
MANAGEMENT OF THE BUSINESS
 
The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and the same are in furtherance of and not in limitation or exclusion of the powers conferred by law.
 
1. Conflicting Interest Transactions. As used in this paragraph, "conflicting interest transaction" means any of the following: (i) a loan or other assistance by the Corporation to a director of the Corporation or to an entity in which a director of the Corporation is a director or officer or has a financial interest; (ii) a guaranty by the Corporation of an obligation of a director of the Corporation or of an obligation of an entity in which a director of the Corporation is a director or officer or has a financial interest; or (iii) a contract or transaction between the Corporation and a director of the Corporation or between the Corporation and an entity in which a director of the Corporation is a director or officer or has a financial interest. No conflicting interest transaction shall be void or voidable, be enjoined, be set aside, or give rise to an award of damages or other sanctions in a proceeding by a shareholder or by or in the right of the Corporation, solely because the conflicting interest transaction involves a director of the Corporation or an entity in which a director of the Corporation is a director or officer or has a financial interest, or solely because the director is present at or participates in the meeting of the Corporation's board of directors or of the committee of the board of directors which authorizes, approves or ratifies a conflicting interest transaction, or solely because the director's vote is counted for such purpose if: (A) the material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the board of directors or the committee, and the board of directors or committee in good faith authorizes, approves or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or (B) the material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the shareholders entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved or ratified in good faith by a vote of the shareholders; or (C) a conflicting interest transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof, or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes, approves or ratifies the conflicting interest transaction.
 
2. Indemnification. The Corporation shall indemnify, to the maximum extent permitted by law, any person who is or was a director, officer, agent, fiduciary or employee of the Corporation against any claim, liability or expense arising against or incurred by such person made party to a proceeding because he is or was a director, officer, agent, fiduciary or employee of the Corporation or because he is or was serving another entity or employee benefit plan as a director, officer, partner, trustee, employee, fiduciary or agent at the Corporation's request. The Corporation shall further have the authority to the maximum extent permitted by law to purchase and maintain insurance providing such indemnification.
 
3. Limitation on Director's or Officer's Liability. No director or officer of the Corporation shall be personally liable to the Corporation or any of its shareholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the shareholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.
 
 
 
 
ARTICLE VIII
ADOPTION OF ARTICLES
 
The foregoing Amended and Restated Articles of Incorporation were duly approved by all of the directors of the Corporation at a meeting of the Board of Directors on May 8, 2019, and by a majority vote at a meeting the Shareholders of all issued and outstanding voting securities the Corporation on May 8, 2019, in conformity with the requirements of the Nevada Revised Statutes and the Bylaws of the Corporation. At the time of the adoption of the foregoing Amended and Restated Articles of Incorporation, the Corporation had three class of stock outstanding, designated as Common Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the “ Voting Securities ”), all of which were entitled to vote thereon. The number of Voting Securities that voted to approve the foregoing Amended and Restated Articles of Incorporation was 15,551,709,550, or 74% of the issued and outstanding shares, which is sufficient for the approval of the foregoing Amended and Restated Articles of Incorporation.
 
IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation are executed as of the 26 day of June, 2019.
 
 
 
CHARLIE’S HOLDINGS, INC.
 
 
 
By: ________________________________
 
Name: David Allen
 
Title: Secretary
 
 
 
 
 
 
 
 Exhibit 99.1
 
 
  True Drinks Holdings, Inc. Announces Name Change to Charlie’s Holdings, Inc.
 
Increases Authorized Common Shares Allowing for Automatic Conversion of Series B Convertible Preferred Stock
 
COSTA MESA, CA, July 2, 2019 True Drinks Holdings, Inc. (the “ Company ” or “ True Drinks ”) (OTC:TRUU) has announced today that the Company’s name has been changed to Charlie’s Holdings, Inc (“ Charlie’s ”). Simultaneous with the name change, the Company has also received approval for a ticker symbol change from “TRUU” to “CHUC” effective when the market opens on July 3, 2019 . The Company’s common shares will also be identified under a new CUSIP number (16077A101).
 
The formal name change and corresponding ticker symbol change reflect the Company’s shift in focus from the beverage space into the vapor and e-liquid space through its industry-leading brands Charlie's Chalk Dust and Pachamama. In addition to the name change, the Company increased its authorized common shares from seven billion to fifty billion, which allowed for the automatic conversion of all of the Company’s issued and outstanding Series B Convertible Preferred Stock into common shares. Additional information on the increase in authorized common shares can be found in the Company’s Current Report on 8-K to be filed with the Securities and Exchange Commission.
 
“We are extremely excited about the Company’s direction and the value it will create for our shareholders,” said Brandon Stump, Chief Executive Officer of Charlie’s Holdings, Inc. “We believe this name and symbol change will appropriately reflect the Company’s continued efforts to provide consumers with the highest quality products in the vapor and e-liquid space. And the increase in authorized common shares will allow us to complete certain requirements of our recent share exchange, most notably eliminating the Series B Convertible Preferred Stock, therefore simplifying our capital structure.”
 
In conjunction with the name change, the Company is currently developing a new corporate website to showcase the Company’s mission and brands. For updates on the Company’s new website, please visit charliesholdings.com . Charlie’s will provide investors with continued updates throughout this transition.
 
About Charlie’s Chalk Dust
 
Founded in 2014 in southern California by brothers Brandon and Ryan Stump, Charlie’s Chalk Dust produces high quality vapor products currently distributed in over 90 countries around the world. Charlie’s is regarded as an industry pioneer, having developed an extensive portfolio of brand styles, flavor profiles and innovative product formats. Its authentic brand, coupled with unmatched culture and consistency, has cemented its position among a vast consumer base. Additional information about Charlie’s Chalk Dust can be found at www.charlieschalkdust.com.
 
 
 
 
Cautionary Note on Forward-Looking Statements – Safe Harbor Statement
 
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding the Company’s overall business, existing and anticipated markets and expectations regarding future sales and expenses. Words such as “expect,” “anticipate,” “should,” “believe,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: the Company’s ability to successful increase sales and enter new markets; the Company’s ability to manufacture and produce product for its customers; the Company’s ability to formulate new products; the acceptance of existing and future products; the complexity, expense and time associated with compliance with government rules and regulations affecting nicotine and products containing cannabidiol; litigation risks from the use of the Company’s products; risks of government regulations; the ability to obtain patents and defend IP against competitors; the impact of competitive products; and the Company’s ability to maintain and enhance its brand, as well as other risk factors included in the Company’s most recent quarterly report on Form 10-Q and other SEC filings. These forward-looking statements are made as of the date of this press release and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.
 
For more information, contact:
 
Investor Relations
Charlie’s Holdings, Inc.
1007 Brioso Dr.
Costa Mesa, CA 92627
ir@charliesholdings.com