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Charlie's Holdings, Inc. – ‘8-K’ for 2/12/20

On:  Wednesday, 2/19/20, at 4:43pm ET   ·   For:  2/12/20   ·   Accession #:  1654954-20-1744   ·   File #:  1-32420

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/19/20  Charlie’s Holdings, Inc.          8-K:5,9     2/12/20    3:53K                                    Blueprint/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     19K 
 3: EX-10       Amended and Restated Employment Agreement           HTML     11K 
 2: EX-10.1     Amended and Restated Employment Agreement           HTML     11K 


‘8-K’   —   Current Report


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 C:   C: 
  Blueprint  
 
 

 
 
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): February 12, 2020
  
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 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:
 
  Title of each class
  Trading Symbol(s)
  Name of exchange on which registered
  N/A
  CHUC
  N/A
 
 


 
 C: 
 
 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On February 12, 2020, the Board of Directors (the “Board”) of Charlie's Holdings, Inc. (the "Company"), entered into a form of Amended and Restated Employment Agreement with both Brandon Stump and Ryan Stump, the Company’s Chief Executive Officer and Chief Operating Officer, respectively (together the “Amended Employment Agreements”) effective February 12, 2020.
 
The terms of the Amended Employment Agreements have been amended as follows: (i) the annual equity awards based upon, among other conditions, the Company’s market capitalization and a percentage of base salary have been eliminated; however, the awards based on financial milestones remain in full force and effect; and (ii) payment of the 2019 bonuses have been deferred, resulting in the accrual of such bonuses on the books and records of the Company. All other terms of the respective Employment Agreements for Messrs. Stump and Stump will remain in full force and effect subject to further review by the Board as it deems necessary and appropriate.
 
A copy of the Amended Employment Agreements for Messrs Brandon and Ryan Stump are attached to this Current Report as Exhibits 10.1 and 10.2, respectively.
 
Item 9.01 Financial Statements and Exhibits. 
 
(d) Exhibits
 
Exhibit No.
  
Description
 
Amended and Restated Employment Agreement, dated February 12, 2020 between the Company and Brandon Stump.
 
 
 
 
Amended and Restated Employment Agreement, dated February 12, 2020 between the Company and Ryan Stump.
 
 
 
 
 
 
 
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.
 
 
 
Charlie's Holdings, Inc.
 
 
 
 
 
By:  
/s/  David Allen 
 
 
 
David Allen 
 
 
 
Chief Financial Officer

 
 

 

Dates Referenced Herein

This ‘8-K’ Filing    Date    Other Filings
Filed on:2/19/20None on these Dates
For Period end:2/12/20
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Filing Submission 0001654954-20-001744   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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