SEC Form 4 · accession 0000899243-15-004813
Charlie's Holdings, Inc. · CHUC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Vincent C Smith
10% Owner
Period of report
Sep 11, 2015
Accepted (ET)
Sep 15, 2015 · 12:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001134765
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Acquire Series C Convertible Preferred StockF1,F3,F2 | $113.33 | Sep 11, 2015 | X | 1 | D | — | — | Series C Convertible Preferred Stock | 3,529 | 0 | I |
| Series C Convertible Preferred StockF4,F1,F6,F3,F5 | — | Sep 11, 2015 | X | 3,529 | A | — | — | Common Stock | 2,075,882 | 17,648 | I |
| Common Stock Warrant (Right to Acquire)F7,F3 | $0.17 | Sep 11, 2015 | J | 726,559 | A | — | — | Common Stock | 726,559 | 726,559 | I |
Explanation of responses
- F1On August 13, 2015, the Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") with Red Beard Holdings, LLC, a Delaware limited liability company ("Red Beard"), pursuant to which, among other things, Red Beard acquired an option to purchase 3,529 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred") for $113.33 per share, exercisable on or before September 15, 2015 (the "Option").
- F2The Option was immediately exercisable when granted. On September 11, 2015, Red Beard delivered a notice of exercise to the Issuer with respect to the full amount of the shares of Series C Preferred covered by the Option.
- F3The securities reported in this row are held by Red Beard. The Reporting Person is the Manager of Red Beard and has sole power to vote and dispose of the securities held by Red Beard.
- F4Each share of Series C Preferred has a stated value of $100 per share and is convertible into that number of shares of the Issuer's Common Stock (the "Common Stock") equal to the stated value, divided by $0.17 per share. As a result, the 3,529 shares of Series C Preferred are convertible into 2,075,882 shares of the Common Stock.
- F5The shares of Series C Preferred are convertible immediately upon issuance and have no expiration date.
- F6Pursuant to the Purchase Agreement, Red Beard purchased 7,942 shares of the Series C Preferred on August 13, 2015 and 6,177 shares of the Series C Preferred on August 28, 2015 per share. As a result, following the exercise of the Option, Red Beard holds an aggregate of 17,648 shares of the Series C Preferred.
- F7Pursuant to the Purchase Agreement, upon the exercise of the Option, Red Beard received warrants (the "Warrants") to purchase 35% of the number of shares of Common Stock underlying the shares of Series C Preferred purchased upon exercise of the Option. Accordingly, Red Beard received Warrants to purchase an aggregate of 726,559 shares of the Common Stock. The Warrants have a five-year term and are immediately exercisable for $0.17 per share.