Charlie's Holdings, Inc.
For the period ended Dec 31, 2025. Filed Apr 1, 2026.
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FY2025 · Filed Apr 1, 2026
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Item 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
| Exhibit No. | Description |
| 3.1 | Amended and Restated Bylaws of Charlie's Holdings, Inc., incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed on September 11, 2019. |
| 3.2 | Amended and Restated Articles of Incorporation of Charlie’s Holdings, Inc., incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed July 2, 2019 |
| 3.2.1 | Certificate of Change for Charlie’s Holdings, Inc., effective as of June 14, 2021, incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed on June 16, 2021. |
| 4.1 | Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock, dated April 25, 2019, incorporated by reference to Exhibit 3.7 to the Current Report on Form 8-K, filed April 30, 2019. |
| 4.2 | Description of Securities Registered Pursuant to Section 12 filed with the Form 10-K on May 29, 2025 and incorporated herein by reference. |
| 4.3 | Certificate of Amendment dated April 4, 2023 to Series A preferred stock, incorporated by reference to Form 8-K filed on April 4, 2023. |
| 10.1 | Form of Exchange Agreement, dated April 26, 2019, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed April 30, 2019. |
| 10.2 | Form of Registration Rights Agreement, dated April 26, 2019, incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed April 30, 2019. |
| 10.3 | Subscription Agreement, dated April 26, 2019, incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K, filed April 30, 2019. |
| 10.4 | Employment Agreement by and between the Company and Ryan Stump, dated June 15, 2023, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed June 20, 2023. |
| 10.6 | Commercial Lease Agreement, by and between Charlie’s Chalk Dust, LLC and Brandon Stump, Ryan Stump and Keith Stump, dated November 19, 2019, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed November 22, 2019. |
| 10.7 | Employment Agreement, dated April 1, 2021, by and between Charlie's Holdings, Inc. and Henry Sicignano III, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed April 6, 2021. |
| 10.8 | 2019 Omnibus Equity Incentive Plan, as amended, incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14C filed with the Securities and Exchange Commission on May 28, 2019 |
| 10.9 | Amendment to 2019 Omnibus Equity Incentive Plan, incorporated by reference to the Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on February 4, 2022 |
| 10.10 | Promissory Note with Michael King dated April 6, 2022, incorporated by reference to Form 10-K filed on April 17, 2023 |
| 10.10.1 | Modification Agreement dated September 29, 2022 related to Promissory Note with Michael King dated April 6, 2022, incorporated by reference to Form 10-K filed on April 17, 2023 |
| 10.10.2 | Modification Agreement dated March 28, 2022 related to Promissory Note with Michael King dated April 6, 2022, incorporated by reference to Form 10-K filed on April 17, 2023 |
| 10.11 | Loan Agreement with Ryan Stump dated August 17, 2022, incorporated by reference to Form 10-K filed on April 17, 2023 |
| 10.11.1 | Amendment dated December 17, 2022 to Loan Agreement with Ryan Stump dated August 17, 2022, incorporated by reference to Form 10-K filed on April 17, 2023 |
| 10.11.2 | Amendment dated April 13, 2023 to Loan Agreement with Ryan Stump dated August 17, 2022, incorporated by reference to Form 10-K filed on April 17, 2023 |
| 10.12 | Form of July 2023 Promissory Note, incorporated by reference to Form 10-Q filed on November 14, 2023 |
| 10.13 | Amended and Restated Promissory Notes – with Henry Sicignano III and Ryan Stump dated April 28, 2025 filed with the Form 10-K on May 29, 2025 and incorporated herein by reference. |
| 10.14 | Agreement for the Disposition of Assets, incorporated by reference to the Current Report on Form 8-K, filed April 17, 2025 |
| 10.14.1 | Amendment to Agreement for the Disposition of Assets, incorporated by reference to the Current Report on Form 8-K, filed June 3, 2025 |
| 10.14.2 | Amendment to Agreement for the Disposition of Assets, incorporated by reference to the Current Report on Form 8-K, filed August 11, 2025 |
| 10.15 | Amended and Restated Promissory Note – with Michael King dated April 28, 2025 filed with the Form 10-K on May 29, 2025 and incorporated herein by reference. |
| 10.15.1 | Amendment to Amended and Restated Promissory Note – with Michael King dated March 24, 2025 (filed herewith) |
| 19.1 | Charlie's Holdings, Inc. Insider Trading Policy, filed with the Form 10-K on May 29, 2025 and incorporated herein by reference. |
| 21.1 | Subsidiaries of Charlie's Holdings, Inc., filed with the Form 10-K on May 29, 2025 and incorporated herein by reference.. |
| 23.1 | Consent of Urish Popeck & Co., LLC filed herewith. |
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| 31.1 | Certification of Principal Executive Officer as Required by Rule 13a-14(a)/15d-14, filed herewith. |
| 31.2 | Certification of Principal Financial Officer as Required by Rule 13a-14(a)/15d-14, filed herewith. |
| 32.1 | Certification of Principal Executive Officer as Required by Rule 13a-14(a) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code, filed herewith. |
| 32.2 | Certification of Principal Financial Officer as Required by Rule 13a-14(a) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code, filed herewith. |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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