Welcome to our dedicated page for Charlie S Holdin SEC filings (Ticker: CHUC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. Securities and Exchange Commission filings for Charlie’s Holdings, Inc. (OTCQB: CHUC), a company operating in the premium vapor products space. These regulatory documents offer detailed information on the company’s financial condition, operations, and risk disclosures beyond what appears in press releases or marketing materials.
Charlie’s SEC filings include periodic reports such as Forms 10-K and 10-Q, which describe revenue, expenses, liquidity, and key business developments for its SBX, PACHA, and Pachamama 25K product lines. For example, the company has filed a Form 12b-25 (Notification of Late Filing) related to a Quarterly Report on Form 10-Q for the period ended September 30, 2025, explaining that additional time was needed for compilation and review to ensure adequate disclosure. Such filings help investors understand the timing and completeness of the company’s financial reporting.
Other SEC filings may cover topics such as capital structure changes, credit facilities, or material agreements, including arrangements that support SBX inventory purchases or the monetization of PMTA assets tied to PACHA synthetic nicotine products. Together, these documents outline how Charlie’s finances its operations, manages regulatory obligations, and accounts for income from strategic partnerships.
On Stock Titan, Charlie’s filings are updated as they are made available through the EDGAR system. AI-powered summaries help explain lengthy or technical sections of annual and quarterly reports, highlighting items such as segment performance, regulatory disclosures, and risk factors in more accessible language. Users can also review insider transaction reports on Form 4, if filed, to see reported purchases or sales of Charlie’s securities by officers, directors, or significant shareholders.
By combining real-time access to Charlie’s SEC filings with AI-generated explanations, this page is intended to make it easier to understand how the company reports its financial results, regulatory status, and key corporate actions over time.
Charlie’s Holdings, Inc. is asking stockholders to vote at its June 4, 2026 annual meeting on director elections, auditor ratification, a reverse stock split, and an amendment to its 2019 incentive plan. Holders of 274,203,242 common shares and 93,906 Series A preferred shares as of April 10, 2026 can vote.
Common and Series A preferred shares vote together, with Series A voting on an as-converted basis, subject to a 9.99% voting power cap per holder and affiliates. The company seeks authority for a reverse split between 1‑for‑3 and 1‑for‑50 without reducing authorized shares, mainly to support a potential uplisting to NYSE American or Nasdaq and broaden institutional interest.
Stockholders will also vote on re-electing five incumbent directors, ratifying Urish Popeck & Co., LLC as independent auditor for 2026, and increasing share capacity under the 2019 Omnibus Incentive Plan. The proxy details executive and director pay, equity grants, major stockholders, and several related‑party leases and loans involving executives, directors, and large holders.
Charlie’s Holdings, Inc. is soliciting proxies for its 2026 Annual Meeting to be held on June 4, 2026. The meeting materials state 274,203,242 shares of common stock and 93,906 shares of Series A preferred stock were outstanding as of April 10, 2026, representing approximately 295,394,818 potential votes when Series A conversion is included. Key agenda items include election of five directors, ratification of the independent auditor (Urish Popeck & Co., LLC), and Proposal 3 seeking discretionary authority to implement a reverse split of common stock at a ratio between 1-for-3 and 1-for-50 to support a possible future uplisting. Compensation disclosures show named executive officer base salaries and 2025 equity awards (approximately 3,200,000 restricted shares granted in 2025), and the proxy describes related-party financing and lease arrangements with certain insiders and large holders.
Charlie’s Holdings, Inc. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because it needs additional time to complete and finalize the audit of its financial statements. The company states it currently anticipates filing the Form 10-K on or before the fifteenth calendar day following the prescribed due date.
The notification is signed by Matthew P. Montesano, Chief Financial Officer, dated March 31, 2026. No earnings changes or other missing periodic reports are indicated in the notice.
Charlie’s Holdings, Inc. reports strong top-line growth in its premium vapor products business, with net revenue of approximately $20.9 million for the year ended December 31, 2025, up from $7.8 million in 2024. Operating cash use also increased, with about $6.3 million used in operating activities versus $2.0 million the prior year, so profitability and cash flow remain key challenges.
The company is pushing two main product categories: non-combustible nicotine products and alternative alkaloid, non-nicotine vapor products built around its proprietary Metatine ingredient and SBX disposable line, which it states are outside current FDA tobacco rules and some state flavor bans. It is also investing in advanced age-gating and access-control technology through a licensing agreement with IKE Tech to embed Bluetooth-enabled, cloud-based age verification into devices.
Charlie’s continues to navigate heavy U.S. regulation. It has multiple Premarket Tobacco Applications for nicotine and synthetic nicotine products under FDA review and received Marketing Denial Orders in October 2025, which are currently stayed by the Fifth Circuit, allowing sales of affected products to continue while litigation proceeds. As of March 31, 2026, the company had 274,203,242 common shares outstanding and 35 full-time employees.
Charlie’s Holdings, Inc. Chief Operating Officer Ryan Stump filed a Form 4 showing an open-market purchase of 250,000 shares of common stock on February 13, 2026 at $0.20 per share. After this transaction, he directly beneficially owns 2,351,968 common shares.
The filing also reports indirect beneficial ownership of 27,349,787 common shares held through the Ryan Stump Legacy Trust, in addition to his direct holdings.
Charlie's Holdings, Inc. president Henry Sicignano III reported buying additional common stock of the company. On February 13, 2026, he made an open-market purchase of 250,000 shares of Charlie's Holdings common stock at $0.20 per share.
Following this transaction, he directly beneficially owned 9,850,001 common shares. He also reported indirect beneficial ownership of 100,000 common shares held through an IRA, in addition to his direct holdings.
Charlie’s Holdings, Inc. Chief Financial Officer Matthew P. Montesano reported an open-market purchase of company stock. On 02/13/2026, he bought 100,000 shares of common stock at $0.20 per share. After this transaction, he directly owns 2,825,409 shares of Charlie’s Holdings common stock.
Charlie’s Holdings, Inc. director Michael D. King reported an open-market purchase of common stock. On 02/13/2026, he bought 500,000 shares at $0.2 per share. Following this transaction, he directly beneficially owns 6,750,001 shares of Charlie’s Holdings common stock.
Charlie's Holdings, Inc. entered into subscription agreements with investors on February 13, 2026 to sell 3,550,000 shares of common stock at $0.20 per share in a private offering. Total consideration was $710,000, with $510,000 paid in cash and $200,000 provided through debt forgiveness.
The company states that proceeds from this offering will be used for working capital purposes. The transaction was conducted as an unregistered sale of equity securities in reliance on Section 4(a)(2) of the Securities Act as a transaction not involving a public offering, and is documented in a form of subscription agreement attached as an exhibit.
Charlie's Holdings, Inc. director Edward Carmines reported an open-market purchase of common stock. On 02/13/2026, he bought 250,000 shares of Charlie's Holdings common stock at $0.20 per share. After this transaction, he directly owned 2,156,481 common shares and indirectly held 100,000 shares through a FamilyTrust.