SEC Form 4 · accession 0000899243-15-006918
Charlie's Holdings, Inc. · CHUC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vincent C Smith
10% Owner
Period of report
Oct 16, 2015
Accepted (ET)
Oct 20, 2015 · 7:34 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preferred StockF1,F2,F4,F3 | — | Oct 16, 2015 | P | 8,823 | A | — | — | Common Stock | 5,882,000 | 26,471 | I |
| Common Stock Warrant (Right to Acquire)F5,F4,F6 | $0.17 | Oct 16, 2015 | P | 1,816,500 | A | — | — | Common Stock | 1,816,500 | 1,816,500 | I |
Explanation of responses
- F1On October 16, 2015, the Issuer entered into Amendment No. 1 to the Securities Purchase Agreement (the "Amendment") with Red Beard Holdings, LLC, a Delaware limited liability company ("Red Beard"), which amended the terms of that certain Securities Purchase Agreement, originally entered into by the parties on August 13, 2015. Pursuant to the Amendment, Red Beard purchased an additional 8,823 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred") effective as of October 16, 2015 (the "Amendment Closing") for $113.33 per share.
- F2Each share of Series C Preferred has a stated value of $100 per share (the "Stated Value") and is convertible into that number of shares of the Issuer's Common Stock (the "Common Stock") equal to the Stated Value, divided by $0.15 per share. As a result, the 8,823 shares of Series C Preferred are convertible into 5,882,000 shares of the Common Stock.
- F3The shares of Series C Preferred are exercisable immediately upon issuance and have no expiration date.
- F4The 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.
- F5Pursuant to the Amendment, Red Beard also acquired warrants (the "Warrants") to purchase that number of shares of Common Stock equal to 35% of the number of shares of Common Stock determined by dividing (x) the Stated Value of the shares of Series C Preferred purchased in the Amendment Closing by (y) the exercise price of the Warrants, which is $0.17 per share. Accordingly, Red Beard received Warrants to purchase an aggregate of 1,816,500 shares of the Common Stock.
- F6The Warrants have a five-year term and are immediately exercisable.