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.
Charlie’s Holdings, Inc. filings document governance, reporting status and capital-structure actions for a Nevada issuer in the premium vapor-products market. Proxy materials address board matters, executive compensation and pay-versus-performance disclosures.
Current reports describe material definitive agreements and unregistered sales of common stock, including subscription agreements, proceeds for working capital and debt forgiveness consideration. Forms 12b-25 disclose late-filing notices for periodic reports and the company’s stated need for additional time to compile and review required annual and quarterly information.
Charlie’s Holdings, Inc. reported results of its 2026 annual meeting. Stockholders approved an amendment to the 2019 Omnibus Equity Incentive Plan, adding 15 million shares of common stock available for equity awards. They also granted the board discretionary authority to implement a reverse stock split at a ratio between 1-for-3 and up to 1-for-50 within two years, primarily to support a potential up-list to a national securities exchange.
All director nominees were elected with over 210 million votes cast for each, and stockholders ratified Urish Popeck & Co., LLC as independent registered public accounting firm for fiscal year 2026.
Charlie's Holdings, Inc. entered into subscription agreements for an unregistered sale of equity. The company is issuing 6,350,000 shares of common stock at $0.20 per share, with $270,000 paid in cash and $1.0 million paid through debt forgiveness. The company plans to use the proceeds for working capital, and the transaction relies on the private offering exemption under Section 4(a)(2) of the Securities Act.
Charlie’s Holdings, Inc. reported much stronger sales but continued losses for the quarter ended March 31, 2026. Product revenue rose to about $4.8 million from $1.6 million, driven mainly by nicotine and alternative-alkaloid vapor products such as SBX disposables. Gross profit increased, yet higher general and administrative, sales, and marketing costs kept the company at an operating loss of roughly $975,000 and a net loss of about $1.05 million.
Liquidity improved compared with year-end, with working capital of around $4.8 million, cash of $640,000, and stockholders’ equity of $3.1 million. A February 2026 private placement of 3.55 million shares at $0.20 per share raised $710,000, partly through debt forgiveness, reducing outstanding notes. Management believes prior PMTA asset sales to a large tobacco company and ongoing cost and growth initiatives support at least 12 months of operations, though the regulatory environment for vapor products remains a significant uncertainty.
Charlie’s Holdings, Inc. notified the SEC on Form 12b-25 that it cannot file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 without unreasonable effort or expense. The company states it needs additional time for compilation and review and anticipates filing the Form 10-Q on or before the fifth calendar day following the prescribed due date.
The notification is signed by Matthew P. Montesano, Chief Financial Officer, dated March 14, 2026. Contact telephone listed is 949-531-6855.
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.