Charlie's Holdings, Inc.

CERTIFICATE OF AMENDMENT

(Reverse Split)

The Board of Directors of Charlie’s Holdings, Inc. (the “Corporation”) proposed and recommended to the stockholders a recommendation to decrease, on a 1-for-[ ] basis, the number of issued and outstanding shares of Common Stock, $0.001 par value per share, of the Corporation, without any adjustment to the par value per share, without any reduction in the authorized number of shares of Common Stock, and without any reduction in the number of shares available under the Company’s 2019 Omnibus Incentive Plan, and the proposal was approved by the stockholders holding shares in the Corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as is otherwise required by the provisions of the Articles of Incorporation.