Charlie's Holdings, Inc. 8-K

What Happened
Charlie's Holdings, Inc. filed a Form 8‑K on February 13, 2026, disclosing that it entered into subscription agreements to sell an aggregate of 3,550,000 shares of its common stock at $0.20 per share. The Offering generated $510,000 in cash proceeds and $200,000 was paid via debt forgiveness. The company said the proceeds will be used for working capital. The sale was conducted as a private placement, relying on Section 4(a)(2) of the Securities Act (not a public offering). The subscription agreement form is attached to the filing as Exhibit 10.1.

Key Details

• Shares sold: 3,550,000 common shares at $0.20 per share.
• Consideration received: $510,000 cash + $200,000 in debt forgiveness (total economic consideration $710,000).
• Use of proceeds: working capital.
• Offering type: unregistered private placement under Section 4(a)(2); subscription agreement filed as Exhibit 10.1 (8‑K dated Feb 13, 2026).

Why It Matters

• This transaction raises short‑term funding for the company and reduces liabilities by $200,000 through debt forgiveness.
• The issuance increases the share count and therefore may dilute existing shareholders; investors should check Charlie’s total shares outstanding to assess dilution and impact on per‑share metrics.
• Because the sale was a private placement (unregistered), details are limited to the subscription agreement; interested investors should review the attached Exhibit 10.1 and follow subsequent filings for more detail.