Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

The Board of Directors and the holders of a majority of the Series A Convertible Preferred Stock of Charlie's Holdings, Inc. (the "Company") approved an amendment (the "Amendment") to the Company's Certificate of Designations, Preferences, and Rights of the outstanding shares of Series A Convertible Preferred Stock (the "Certificate of Designations"). The Amendment (i) adds the New York Stock Exchange and the NYSE American markets to the list of national security exchanges that would satisfy the condition in Section 4(b)(i) of the Certificate of Designations which, upon a listing on such exchanges, causes an automatic conversion of the Series A Convertible Preferred Stock into shares of common stock and (ii) increases the amount of Permitted Indebtedness (as defined in the Certificate of Designations) from $2.5 million to an amount not to exceed $6.0 million. The Amendment was effectuated through the filing of the Certificate of Amendment with the Secretary of the State of Nevada on March 31, 2023 and effective on such date.

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 9.01(d) Financial Statements and Exhibits.



              Certificate of Amendment to the Certificate of Designations,

Exhibit 3.1 Preferences and Rights of the Series A Convertible Preferred Stock of

Charlie's Holdings, Inc.
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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