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CHARLIE'S HOLDINGS, INC.

(CHUC)
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CHARLIE'S HOLDINGS, INC. : Entry into a Material Definitive Agreement (form 8-K)

05/26/2021 | 12:17pm EDT

Item 1.01 Entry into a Material Definitive Agreement.

On May 25, 2021, Charlie's Holdings, Inc. (the "Company") entered into a Dividend Waiver and Exchange Agreement (the "Exchange Agreement"), between the Company and the holders (the "Series A Holders") of its Series A Convertible Preferred Stock, par value $0.001 ("Series A Preferred"), pursuant to which the Company paid to the Series A Holders total consideration of $1,649,986 (the "Dividend Amount"), which Dividend Amount was paid in the form of 173,649,978 shares of the Company's common stock, par value $0.001 ("Common Stock"), valued at $0.0044313 per share (the "Shares"), and $880,490.85 in cash.

The Shares issued under the terms of the Exchange Agreement to the Series A Holders ("Exchanging Holders") were issued in exchange for: (i) each Exchanging Holder's rights to receive a cash payment equal to such Exchanging Holder's respective portion of the Dividend Amount; and (ii) a covenant not to pursue legal action against the Company for the Company's failure to pay the Dividend Amount when due (the "Exchange"). The Shares issued in connection with the Exchange reduced the Dividend Amount payable in cash by $769,495.15. The Exchange was undertaken pursuant to Sections 3(a)(9) and 4(2) promulgated under the Securities Act of 1933, as amended.

The foregoing description of the Exchange Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the form of Exchange Agreement, attached to this Current Report on Form 8-K as Exhibit 10.1, and incorporated by reference herein.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 16,7 M - -
Net income 2020 -7,19 M - -
Net Debt 2020 2,21 M - -
P/E ratio 2020 -7,40x
Yield 2020 -
Capitalization 40,3 M 40,3 M -
EV / Sales 2019 1,47x
EV / Sales 2020 3,32x
Nbr of Employees 45
Free-Float 36,9%
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Managers and Directors
Ryan Stump Chairman, Chief Executive & Operating Officer
Henry Sicignano President
Matthew P. Montesano Chief Financial Officer
Adam Mirkovich Chief Information Officer
Scot J. Cohen Independent Director