SEC Form 4 · accession 0000899243-16-018161
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
Apr 13, 2016
Accepted (ET)
Apr 14, 2016 · 6:01 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 | — | Apr 13, 2016 | P | 50,000 | A | — | — | Common Stock | 33,333,333 | 106,471 | I |
| Common Stock Warrant (Right to Acquire)F5,F4,F6 | $0.15 | Apr 13, 2016 | P | 33,333,333 | A | — | — | Common Stock | 33,333,333 | 33,333,333 | I |
Explanation of responses
- F1On April 13, 2016, 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 25,000 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C Preferred") effective as of April 13, 2016 (the "Initial Investment"), and, (ii) in the absence of another investor participating, agreed to purchase an additional 25,000 shares of Series C Preferred on or before July 13, 2016 (the "Second Investment"), in each case for $100.00 per share.
- F2(Continued from Footnote 1) Because the Reporting Person has completed the Initial Investment and, in the absence of another investor participating, Red Beard has committed to complete the Second Investment, the Reporting Person is reporting the acquisition of an aggregate of 50,000 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 50,000 shares of Series C Preferred are convertible into 33,333,333 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 100% of the Conversion Shares, which have an exercise price of $0.15 per share. Because the Reporting Person has completed the Initial Investment and, in the absence of another investor participating, Red Beard has committed to complete the Second Investment, the Reporting Person is reporting the acquisition of Warrants to purchase an aggregate of 33,333,333 shares of Common Stock.
- F6The Warrants have a five-year term and are immediately exercisable.