Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 10, 2023, Matthew P. Montesano, Chief Financial Officer of Charlie's Holdings, Inc. (the "Company"), notified the Company that he has resigned in order to pursue other opportunities. In order to assist with an orderly transition of his responsibilities, Mr. Montesano agreed to serve as interim CFO to the Company until the Company has secured a replacement on such terms as will be mutually agreed to by the Company and Mr. Montesano.

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