SEC Form 4 · accession 0000899243-15-009227
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
Nov 25, 2015
Accepted (ET)
Dec 3, 2015 · 3:44 pm EST
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 | — | Nov 25, 2015 | P | 30,000 | A | — | — | Common Stock | 20,000,000 | 56,471 | I |
| Common Stock Warrant (Right to Acquire)F5,F4,F6 | $0.15 | Nov 25, 2015 | P | 7,000,002 | A | — | — | Common Stock | 7,000,002 | 7,000,002 | I |
Explanation of responses
- F1On November 25, 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 Red Beard (i) purchased 10,000 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred") effective as of November 25, 2015 (the "Initial Investment"), (ii) agreed to purchase an additional 10,000 shares of Series C Preferred on December 18, 2015 (the "Second Investment"), and (iii) agreed to purchase an additional 10,000 shares of Series C Preferred on January 18, 2016, in each case for $100.00 per share (the "Final Investment").
- F2(Continued from Footnote 1) Because the Reporting Person has completed the Initial Investment and is irrevocably committed to complete the Second Investment and the Final Investment, the Reporting Person is reporting the acquisition of an aggregate of 30,000 shares of Series C Preferred pursuant to the Purchase Agreement. Each 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 30,000 shares of Series C Preferred are convertible into 20,000,000 shares of Common Stock (the "Conversion Shares").
- 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 Purchase Agreement, Red Beard also acquired warrants (the "Warrants") to purchase that number of shares of Common Stock equal to 35% of the Conversion Shares, which have an exercise price of $0.15 per share. Because the Reporting Person has completed the Initial Investment and is irrevocably committed to complete the Second Investment and the Final Investment, the Reporting Person is reporting the acquisition of Warrants to purchase an aggregate of 7,000,002 shares of Common Stock.
- F6The Warrants have a five-year term and are immediately exercisable.