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): November 19, 2019
Commission
File Number: 001-32420
Charlie's Holdings, Inc.
(Exact
name of registrant as specified in its charter.)
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Nevada
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84-1575085
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(State
or other jurisdiction of incorporation or
organization)
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(IRS
Employer Identification No.)
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1007 Brioso Drive, Costa Mesa, California 92627
(Address
of principal executive offices)
949-203-3500
(Registrant's
Telephone number)
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:
[ ]
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))
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. [ ]
Securities
registered pursuant to Section 12(b) of the Act: None
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Item 1.01 Entry into a Material Definitive
Agreement.
On November 19, 2019, Charlie’s Chalk Dust,
LLC (“CCD”), a wholly owned subsidiary of
Charlie’s Holdings, Inc. (the “Company”), entered into commercial lease for
the Company’s corporate headquarters in Costa Mesa,
California (the “Lease”) with Brandon Stump, Ryan
Stump and Keith Stump, the Company’s Chief Executive Officer,
Chief Operating Officer and member of the Company’s Board of
Directors (the “Board”) respectively. Messrs.
Stump, Stump and Stump purchased the property that is the subject
of the Lease in July 2019. The Lease, which was effective as of
September 1, 2019, on a month to month basis, has been formalized
to have a term of five years and a base rent rate of $22,940 per
month, which rate is subject to annual adjustments based on the
consumer price index, as may be mutually agreed upon by the parties
to the Lease. The terms of the Lease were negotiated and approved
by the independent members of the Board, and executed by Mr. David
Allen, the Company’s Chief Financial Officer after reviewing
a detailed analysis of comparable properties and rent rates
compiled by an independent, third-party consultant. A copy of the
Lease is attached to this Current Report on Form 8-K as Exhibit
10.1, and is incorporated by reference herein.
Item 9.01 Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Commercial
Lease Agreement, by and between Charlie’s Chalk Dust, LLC and
Brandon Stump, Ryan Stump and Keith Stump, dated November 19,
2019.
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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.
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Charlie's Holdings, Inc.
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Date: November 22,
2019
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By:
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/s/ David
Allen
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David
Allen
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Chief
Financial Officer
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