UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1530, 2023

Charlotte’s Web Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

British Columbia

000-56364

98-1508633

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

700 Tech Court

Louisville, Colorado

80027

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (720) 617-7303

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0701. ~~Submission~~Entry ofInto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

AtEffective ~~the~~as ~~annual general meeting~~ of ~~shareholders~~June of30, 2023, Charlotte'’s Web Holdings, Inc. (the “Company”) ~~held~~and onits ~~June 15~~subsidiary, ~~2023~~Charlotte's Web, ~~the~~Inc., ~~Company’s~~a ~~shareholders~~Delaware ~~voted~~corporation (“CWB”), onentered ~~the~~into ~~following~~an ~~proposals, each~~Extension ofand ~~which~~Sixth isAmending ~~described~~Agreement into ~~detail~~Name inand ~~the~~Likeness ~~Company’s~~and ~~definitive~~License ~~proxy~~Agreement ~~statement~~(the ~~filed~~“Extension ‎Agreement”) with ~~the~~Leeland ~~Securities~~‎& ~~and~~Sig ~~Exchange~~LLC ~~Commission on~~d/b/a ~~April~~Stanley ~~28,~~Brothers ~~2023~~Brand ~~and~~Company, ona ~~SEDAR~~Colorado onlimited ~~April 28,~~liability ~~2023~~company ‎‎(“Licensor”). Pursuant ~~The~~to ~~total~~the ~~number~~Extension ofAgreement, ~~votes~~the ~~cast,~~term inof ~~person~~the orName byand ~~proxy,~~Likeness at‎and ~~the~~License ~~annual~~Agreement ~~general~~dated ~~meeting was~~August 901,~~323,198,~~ ~~representing~~2018 ~~59.25%~~between of the ~~outstanding~~Company, CWB ~~common~~and ~~shares~~Licensor, as ofamended by the ~~April~~Amending ~~21,~~Agreement ~~2023~~to ~~record~~Name ~~date.~~and ~~The~~Likeness ~~following~~Agreement ~~are~~effective ~~the~~April ~~voting results~~16, ~~for~~2021 ~~the~~(as ~~proposals~~amended, ~~considered~~the “Name and ~~voted~~Likeness ~~upon~~Agreement”), atwas ~~the~~extended ~~annual~~to ~~general~~December ~~meeting~~31, 2023.

~~Proposal~~In Noaddition to the Name and Likeness Agreement, as amended by the Extension Agreement, affiliates of the Licensor are parties to certain agreements with the Company. Jesse Stanley, one of the Company’s founders, and Master and A Hound Irrevocable Trust, are borrowers under that certain secured promissory note, dated November 30, 2020, for $1:,000,000 Tothat, ~~set~~as ~~the~~amended ~~number~~as of ~~directors~~March 22, 2022, matures as of November 13, 2023. Stanley Brothers USA Holdings, Inc. (“Stanley Brothers USA”), a Delaware corporation whose majority shareholders are certain founders of the Company or entities controlled by such founders or their affiliates, is party to the option purchase agreement (the “SBH Purchase Option”), dated March 2, 2021, with the Company, which provides the Company with the option to acquire all or substantially all of Stanley Brothers USA on the earlier of February 26, 2024, and federal legalization of Cannabis in the United States, or such earlier time as Stanley Brothers USA and Charlotte’s Web may agree, at ~~six~~a purchase price to be determined at the time of exercise of the SBH Purchase Option. The SBH Purchase Option has a five-year term (extendable for an additional two years upon payment of additional consideration).

~~The~~Mr. Jared Stanley, ~~shareholders~~Chief ~~ratified~~Operating Officer of the ~~setting~~Company, is a Co-Founder of Stanley Brothers USA and, following execution of the ~~number~~SBH Purchase Option, assumed a seat on the board of directors of Stanley Brothers USA. Mr. Joel Stanley, a Co-Founder of Stanley Brothers USA, is the former Chairman of the Company’s atboard ~~six~~of (director. Mr. Jared Stanley and Mr. Joel Stanley each resigned as a member of the Company’s board of directors effective March 2, 2021. On April 6, 2023, the Company formed DeFloria LLC with AJNA BioSciences PBC (“AJNA”), ~~directors~~and a subsidiary of British American Tobacco. AJNA, a botanical drug development company focused on mental health and neurological disorders, is partially owned, and was co-founded by Joel Stanley, AJNA’s president and the former CEO and Chairman of the board of Company, together with certain other founding members of the Company.

Votes For				Votes Against				Broker Non-Votes
59,426,198				1,458,775				29,438,225

The foregoing description of the Extension Amendment is qualified in its entirety by reference to the agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K.

Proposal No. 2: To elect directors for the forthcoming year.

Item 9.01.		Financial Statements and Exhibits.
	(d)	Exhibits:

The shareholders voted to elect the following individuals as directors of the Company until the next annual meeting of shareholders at which election of directors is considered, or until his or her successor is duly elected or appointed:


Exhibit No.		Description

10.1		Extension and Sixth Amending Agreement to Name and Likeness and License Agreement, effective as of June 30, 2023, by and between Leeland ‎& Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company, Charlotte's Web, Inc., and Charlotte's Web ‎Holdings, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document

Name of Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Jonathan Atwood	59,504,185	1,380,788	29,438,225
John Held	20,028,855	40,856,118	29,438,225
Thomas Lardieri	20,037,933	40,847,040	29,438,225
Alicia Morga	20,075,843	40,809,130	29,438,225
Susan Vogt	59,433,399	1,451,574	29,438,225
Jacques Tortoroli	20,216,364	40,668,609	29,438,225

SIGNATURES

~~Proposal~~Pursuant ~~No. 3:~~to Tothe ~~appoint~~requirements ~~Ernst &~~of ~~Young~~the ~~LLP~~Securities Exchange asAct ~~auditors~~of ~~for~~1934, the ~~ensuing~~registrant ~~fiscal~~has ~~year~~duly ~~ending~~caused ~~December 31,~~this ~~2023~~report ~~and~~to ~~the~~be ~~authorization~~signed ofon ~~the~~its ~~board~~behalf ofby ~~directors to fix~~ the ~~remuneration~~undersigned tothereunto beduly ~~paid to the auditors~~authorized.

The shareholders ratified the appointment of Ernst & Young LLP as the Company’s auditors for the ensuing fiscal year ending December 31, 2023 and the authorization of the board of directors to fix the remuneration of the auditors.

	CHARLOTTE’S WEB HOLDINGS, INC.

Date: June 30, 2023	By:	/s/ Stephen Rogers
		Stephen Rogers
		Senior Vice President - General Counsel and Corporate Secretary

Votes For				Votes Withheld				Broker Non-Votes
87,828,047				2,495,151				0

Item 7.01 Regulation FD Disclosure.

On June 16, 2023, the Company issued a press release announcing the results from its 2023 annual general meeting of shareholders held on June 15, 2023 via live audio webcast. A copy of the press release is furnished as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

The information in this Item 7.01 of this Form 8-K is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.		Financial Statements and Exhibits.
	(d)	Exhibits:

Exhibit No.		Description
99.1*		Press release issued by Charlotte’s Web Holdings, Inc. on June 16, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document

* Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CHARLOTTE’S WEB HOLDINGS, INC.
Date: June 20, 2023	By:	/s/ Stephen Rogers
		Stephen Rogers
		Senior Vice President - General Counsel and Corporate Secretary

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