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): ~~November~~December 928, 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 28.0201. ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On November 913, ~~2023~~2020, Charlotte’s Web Holdings, Inc. (the “Company”) ~~issued~~entered aninto ~~earnings~~a ~~release announcing~~secured ~~its~~promissory ~~financial~~note (“Note”), ~~results~~as ~~for~~lender, where the ~~three~~Company ~~months~~loaned ~~and~~$1,000,000 ~~nine~~to ~~months~~one ~~ended~~of ~~September 30,~~the ~~2023~~founders of the Company. AThe ~~copy~~note receivable is secured by equity instruments with such founder of the ~~earnings~~Company. ~~release~~On ~~is furnished~~March ~~herewith~~22, 2022, the maturity date of the Note was extended, as ~~Exhibit~~allowed ~~99.1~~under the ~~and~~terms ~~incorporated~~of the Note, resulting in ~~this~~an ~~Item~~extension 2of the maturity date to November 13, 2023 (“First Amendment”).02 byEffective December ~~reference~~28, 2023, the Company entered into a second amendment of the Note (“Second Amendment”) to extend the maturity date of the Note until November 13, 2024.

Item 9.01. Financial Statements and Exhibits.

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

(d) Exhibits


Exhibit No.		Description


104		Cover Page Interactive Data File (embedded within the Inline XBRL document

Exhibit No.		Description
99.1		Press Release dated November 9, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information in the press release attached as Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 or the Exchange Act, except as expressly set forth by specific reference in such filing.

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: November 9, 2023	By:	/s/ Stephen Rogers
Date: January 2, 2024	By:	/s/ Stephen Rogers
		Stephen Rogers
		Senior Vice President - General Counsel and Corporate Secretary

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