Charlie's Holdings, Inc.

Part I

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’** EQUITY (DEFICIT)**

(in thousands)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

CHARLIE'S HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1–** DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION**

Description of the Business

Charlie’s Holdings, Inc., a Nevada corporation, together with its wholly owned subsidiaries (collectively, the “Company”, “we”), formulates, markets and distributes premium, non-combustible nicotine-related products and alternative alkaloid vapor products. The Company’s products are produced through contract manufacturers for sale through select distributors, specialty retailers, and third-party online resellers throughout the United States, and in select international markets.

Charlie’s Chalk Dust, LLC (“Charlie’s” or “CCD”), is the Company’s wholly owned subsidiary which produces and sells nicotine-based and alternative alkaloid vapor products.

The Company's common stock, par value $0.001 per share (the “Common Stock”), trades under the symbol "CHUC" on the OTCQB Venture Market.

Going Concern Regarding the Legal and Regulatory Environment, Liquidity and Management’s Plan of Operation

Our condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the six months ended June 30, 2026, the Company’s revenue increased, the Company incurred a loss from operations of approximately $2,209,000, and a net loss from continuing operations of approximately $2,712,000. Net cash used in continuing operating activities was approximately $1,488,000. The Company had a stockholders’ equity of $3,135,000 at June 30, 2026. During the six months ended June 30, 2026, the Company’s working capital was increased to $4,742,000 from $3,137,000 as of December 31, 2025.

Management evaluated whether these conditions could raise a substantial doubt about the Company’s ability to continue as a going concern. During the year ended December 31, 2025, the Company entered into and closed an Asset Purchase Agreement (the “Agreement”) and subsequent amendment with one of the world’s largest tobacco companies (the “Buyer”) pursuant to which the Buyer purchased 16 of the Company’s PACHA synthetic products and related assets (the “Assets”) that are covered by a premarket tobacco application (“PMTA”) first submitted by the Company in 2022. The combined purchase price for the Assets was $6.5 million paid at closings in April and May 2025, and an additional $1.0 million paid at closings in August 2025, plus a contingent one-time payment of up to $4.2 million based on product sold by the Buyer during the one year following the first day of commercialization of the Assets.

The proceeds from these transactions significantly improved the Company’s liquidity position, reduced outstanding obligations, and strengthened working capital.

In addition, management has implemented and continues to execute on initiatives designed to enhance operating performance and liquidity, including (i) focusing on growth in the Company’s non-combustible, alternative alkaloid (non-nicotine) products, (ii) advancing regulatory approval efforts for the Company’s nicotine product portfolio, and (iii) the continued development of intellectual property related to product access and compliance. The Company is also pursuing additional strategic transactions, including potential PMTA-related asset sales, which may provide incremental liquidity.

Based on these factors, management believes the Company is adequately capitalized to support its operations and meet its obligations as they come due for at least the next twelve months.

Risks and Uncertainties

The Company operates in an environment that is subject to rapid changes and developments in laws and regulations that could have a significant impact on the Company’s ability to sell its products. Beginning in September 2019, certain states temporarily banned the sale of flavored e-cigarettes, and several states and municipalities are considering implementing similar restrictions. Federal, state, and local governmental bodies across the United States have indicated that flavored e-cigarette liquid, vaporization products and certain other consumption accessories may become subject to new laws and regulations at the federal, state, and local levels. The application of any new laws or regulations that may be adopted in the future, at a federal, state, or local level, directly or indirectly implicating nicotine, flavored e-cigarette liquid and other electronic nicotine delivery system (“ENDS”) products, could significantly limit the Company’s ability to sell such products, result in additional compliance expenses, and/or require the Company to change its labeling and/or methods of distribution. Any ban of the sale of flavored e-cigarettes directly limits the markets in which the Company may sell its products. In the event the prevalence of such bans and/or changes in laws and regulations increase across the United States, or internationally, the Company’s business, results of operations, and financial condition could be adversely impacted. In addition, the Company is presently seeking to obtain FDA marketing authorization for certain of its tobacco-derived nicotine e-liquid products. The Company’s applications were submitted in September 2020 on a timely basis which, if approved, will allow the Company to continue to sell its approved products in the United States. Beginning in August 2021, the FDA began issuing Marketing Denial Orders (“MDO”) for ENDS products that lack evidence to demonstrate that permitting the marketing of such products would be appropriate for the protection of the public health. On April 1, 2026, the Company received an MDO from the FDA with respect to certain SKUs of our timely-submitted 2020 PMTAs. On May 1, 2026, the Company filed a Petition for Review challenging the MDO with the U.S. Court of Appeals for the Fifth Circuit. On May 11, 2026, the petitioners moved to stay the MDO pending judicial review, and the Fifth Circuit granted that motion on June 8, 2026. The FDA’s response brief is currently due on October 2, 2026, after which the petitioners may file a reply brief. Though only a very small percentage of our current sales are related to these affected PMTA e-liquid products, we plan to vigorously defend our PMTA products on the merits while also continuing to amend our applications with the latest science. Notably, the Company has not received an MDO for its 2020 “tobacco-flavor” PMTA submission; however, there is no assurance that regulatory approval to sell our products will be granted or that Charlie’s will be able to raise additional financing if required, which could have a significant impact on our sales. On March 15, 2022, a new rider to the Federal Food, Drug and Cosmetic Act was passed granting the FDA authority over synthetic nicotine. These regulations make the Company’s synthetic nicotine products subject to the same FDA rules as tobacco-derived nicotine products. As such, the Company was required to file a PMTA for its existing synthetic nicotine products marketed under the Pacha brands by May 14, 2022 or be subject to FDA enforcement. The Company filed new PMTAs for its synthetic Pacha products on May 13, 2022, prior to the May 14, 2022 deadline. On November 3, 2022, FDA accepted for scientific review certain of our PMTAs for synthetic nicotine products and, on November 4, 2022, FDA refused to accept certain other PMTAs for these products, rendering the latter products subject to FDA enforcement. The Company submitted an administrative appeal with FDA regarding its refusal to accept certain of the PMTAs. The administrative appeal was granted on October 30, 2023 and the products were accepted to move forward in the PMTA review process. On October 28, 2025, the Company received an MDO from the FDA with respect to certain of our timely-submitted 2022 PMTAs. On November 5, 2025, the Company filed a motion for a temporary administrative stay with the United States Court of Appeals for the Fifth Circuit. On November 10, 2025, the Court granted the Company's opposed motion for a temporary administrative stay pending resolution of our forthcoming stay motion. On December 24, 2025, a Fifth Circuit panel granted our motion to stay the MDOs pending judicial review. As a result of the stay, the affected PMTAs revert to pending status and continue to be treated as timely filed (May 2022) while the case is litigated on the merits. Accordingly, the subject products remain eligible, where permitted by state law, for listing on state vapor products directories (e.g. Louisiana) that allow the sale of products associated with timely submitted synthetic nicotine PMTAs that are pending FDA's review, subject to satisfaction of all other applicable state requirements. Though only a very small percentage of our current sales are related to our affected PMTA Products, we plan to vigorously defend our PMTAs on the merits while also continuing to amend our applications with the latest science.

During the fourth quarter of 2024 the Company launched new disposable vape products, under the “SBX™” brand. The Company and its attorneys believe SBX products are not subject to FDA review. Based on the information provided by the Company’s contracted chemical suppliers and its consultants, the proprietary Metatine™ (patented in the United States and in China by the Company’s chemical supplier) in the Company’s SBX products does not meet the definition of nicotine set forth in 21 U.S.C. § 387(12) and therefore its products containing Metatine, as their active ingredient, are not subject to regulation as “tobacco products” under 21 U.S.C. § 321(rr). Further, according to information provided by the Company’s chemists, the other ingredients in the Company’s SBX vape liquid are not made or derived from tobacco, nor do they contain nicotine from any source. The documentary support for these facts, including a Certificate of Analysis (“COA”) for the Metatine used in the Company’s SBX products, corroborates these conclusions. However, should Congress bestow regulatory control over Metatine to the FDA, or should the FDA deem Metatine disposable vape devices “tobacco products” despite the facts that Metatine is not a salt or complex of nicotine, and is not itself derived from nicotine or tobacco, SBX products might then be subject to the FDA tobacco requirements, including, but not limited to, the requirement that all newly deemed tobacco products obtain premarket authorization before entering the U.S. market. If this were to happen, the FDA could bring an enforcement action against our Metatine products for lack of premarket authorization. More generally, FDA’s regulatory initiatives and enforcement authority regarding our products are unpredictable and continue to evolve and we cannot predict whether FDA’s priorities and/or potential jurisdiction over our products will prompt the Agency to attempt to require us to remove our products from the market and to cease selling them.

NOTE 2–** SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

Basis of Presentation

The unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) have been omitted pursuant to SEC rules and regulations; nevertheless, the Company believes that the disclosures are adequate to make the information presented in this Report not misleading. The unaudited interim financial statements furnished in this document reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.

On October 7, 2025, the Company’s Board of Directors unanimously approved a resolution to wind down and close permanently the Don Polly division, the Company’s variable interest entity. On December 31, 2025, Don Polly entered into a Bill of Sale And Assignment Agreement (the “Assignment Agreement”) with Charlie’s. Pursuant to the Assignment Agreement, Don Polly transferred ownership of all of its right, title, and interest in, as well as custody and control of, its assets to Charlie’s. The results of operations of Don Polly are reported as discontinued operations for the three and six months ended June 30, 2025. See Note 7 for additional information.

Certain reclassifications have been made to the prior period financial information to reflect discontinued operations presentation. Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2025 Annual Report.

Recently Adopted Accounting Standards

Induced Conversions of Convertible Debt Instruments

In November 2024, the FASB, issued ASU 2024-04, Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment of convertible debt. The standard is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. The Company adopted ASU2024-04 effective January 1, 2026 on a prospective basis, as permitted by the standard. The adoption of ASU2024-04 did not have impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Standards, Not Yet Adopted

Interim Reporting

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270). The ASU improves the navigability of the required interim disclosures and clarifies when the guidance is applicable, as well as provides additional guidance on what disclosures should be provided in interim reporting periods. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods beginning after December 15, 2028. The Company is currently evaluating the impact of the new standard on its consolidated financial statements which is not expected to have a material impact.

Accounting for Government Grants Received by Business Entities

In December 2025, the FASB issued ASU 2025-10,Accounting for Government Grants Received by Business Entities. This ASU establishes the accounting and presentation for government grants received by a business entity under Government Grants (Topic 832). This ASU is effective for fiscal years beginning after December 15, 2028 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Intangibles - Goodwill and Other - Internal-Use Software

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (“ASU 2025-06”), which amends the guidance for accounting for software costs to reflect current software development practices, including iterative and agile methodologies, by removing references to development stages. It also clarifies the criteria for capitalization, which begins when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed, and the software will be used to perform the function intended. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The amendments may be applied either prospectively, retrospectively, or utilizing a modified transition approach. The Company is currently assessing the impact of ASU 2025-06 on its consolidated financial statements and disclosures.

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date to clarify the effective date of ASU 2024-03. The amendments require disclosure of additional information about specific expense categories in the notes to the financial statements. This standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments are to be applied either prospectively to financial statements issued for reporting periods after the effective date of this Update or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of this standard will have on the consolidated financial statements.

NOTE 3–** FAIR VALUE MEASUREMENTS**

In accordance with Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”), the Company uses various inputs to measure the outstanding warrants on a recurring basis to determine the fair value of the liability. ASC 820 also establishes a hierarchy categorizing inputs into three levels used to measure and disclose fair value. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to unobservable inputs. An explanation of each level in the hierarchy is described below:

Level 1 – Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date.

Level 2 – Quoted prices in markets that are not active or inputs which are either directly or indirectly observable.

Level 3 – Unobservable inputs for the instrument requiring the development of assumptions by the Company.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are measured and reported on a fair value basis. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3. The valuation of assets and liabilities recognized in business combinations are considered level 3 fair value measurements on the closing date of the acquisition. These assets and liabilities are not remeasured at each reporting period.

As of June 30, 2026 and December 31, 2025, the Company did not have any Level 1, 2 or 3 assets or liabilities measured on a recurring basis.

NOTE 4–** INVENTORY**

The components of inventory as of June 30, 2026 and December 31, 2025 are summarized as follows:

NOTE 5–** PROPERTY AND EQUIPMENT**

Depreciation and amortization expense totaled $11,000 and $25,000, respectively, during the six months ended June 30, 2026 and 2025. Property and equipment as of June 30, 2026 and December 31, 2025, are as follows (dollar amounts in thousands):

NOTE 6–** CONCENTRATIONS**

Vendors

The Company’s concentration of inventory purchases is as follows:

During the three months ended June 30, 2026 and 2025, purchases from four vendors represented 93% and 77%, respectively, of total inventory purchases. During the six months ended June 30, 2026 and 2025, purchases from four vendors represented 90% and 71%, respectively, of total inventory purchases.

As of June 30, 2026, and December 31, 2025, amounts owed to these vendors totaled $2,758,000 and $673,000 respectively, which are included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets.

Accounts Receivable

The Company’s concentration of accounts receivable is as follows:

Three customers made up more than 33% of net accounts receivable at June 30, 2026. Four customers made up more than 57% of net accounts receivable at December 31, 2025.

For the three months ended June 30, 2026, one customer individually accounted for more than 10% of the Company's net revenues, which represented approximately 10% of net revenues. For the six months ended June 30, 2026, two customers individually accounted for more than 10% of the Company's net revenues, which represented approximately 23% of net revenues. No customer exceeded 10% of total net sales for the three and six month periods ended June 30, 2025.

NOTE 7 –DISCONTINUED OPERATIONS - DON POLLY, LLC

Don Polly is a Nevada limited liability company that is owned by entities controlled by Ryan Stump, a current executive officer of the Company, and a consolidated variable interest for which the Company is the primary beneficiary. Until its operations were discontinued, Don Polly marketed and distributed third-party product lines.

In October 2025 the Company’s Board of Directors unanimously approved a resolution to discontinue sales of all hemp/CBD-related products and to close permanently its Don Polly division.

On December 31, 2025, Don Polly entered into the Assignment Agreement, pursuant to which Don Polly transferred ownership of all of its right, title, and interest in, as well as custody and control of, its assets to Charlie’s. The Company received no cash consideration related to the assignment.

The following information presents the major classes of line items constituting the loss from discontinued operations of Don Polly in the consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 (amount in thousands):

NOTE 8–** ACCOUNTS PAYABLE AND ACCRUED EXPENSES**

Accounts payable and accrued expenses as of June 30, 2026 and December 31, 2025, are as follows (amounts in thousands):

NOTE 9–** NOTES PAYABLE**

July 2023Note Financing

Between July 17, 2023 and August 1, 2023, the Company issued unsecured promissory notes (the “Notes”) to several of its executives and employees, Ryan Stump, Henry Sicignano III, Keith Stump, and Jessica Greenwald, and to three of its largest stockholders, Brandon Stump, Red Beard Holdings LLC, and Michael King (the “Lenders"), in the cumulative principal amount of $1,400,000. Notes shall bear interest at twenty-one percent (21%) per annum and have maturity dates ranging from November 17, 2023 to December 10, 2023.

During the year ended December 31, 2023, the Company made a $1,070,000 repayment to the Notes, including a $70,000 interest payment. As of December 31, 2024, $400,000 of Notes remained outstanding with Ryan Stump and Henry Sicignano III, and the maturity dates of the outstanding notes had been extended to December 31, 2024. On April 28, 2025 Ryan Stump and Henry Sicignano III were each paid approximately $75,000 of accrued interest and agreed to modify the Notes to include a 10% interest rate, with monthly payments of principal and interest of approximately $18,000. The maturity date was extended to April 28, 2026. As of December 31, 2025, approximately $138,000 of the Notes remained outstanding.

During the six months ended June 30, 2026, the Company made a $41,000 repayment to the Notes, including a $1,000 interest payment. In addition, $100,000 was satisfied through debt conversions in the equity raise in February 2026 (see Note 11). The Notes were fully satisfied as of June 30, 2026.

Secured Promissory Notes–* April 2022 Note*

On April 6, 2022, the Company issued a secured promissory note (the “Note”) to one of its large individual stockholders, Michael King (the “Lender"), in the principal amount of $1,000,000, which Note was secured by accounts receivable of the Company pursuant to the terms of a Security Agreement entered into by and between the Company and the Lender (the*"Note Financing"*). On September 28, 2022, the Company and the Lender entered into a modification to the Note to extend the maturity date to March 28, 2023 and the Company paid all accrued interest under the Note through such date.

On March 28, 2023, the Company entered into a second modification to the Note to extend the maturity date to March 28, 2025, contingent upon the payment of all interest accrued under the Note through March 28, 2023 and certain other modifications to the Note. Principal was to be paid on the 28th day of each month in installments of $25,000, commencing April 28, 2023, continuing up to and including March 28, 2025 whereby a balloon payment for the remaining principal balance would be paid. Interest would accrue on the aggregate outstanding principal amount at a rate equal to 20% simple interest per annum and would be payable on the same day as the installments of principal are payable. The Company could prepay all or any portion of the principal amount, together with all accrued but unpaid interest thereon, at any time without premium or penalty. All outstanding principal and interest were due the earlier of March 28, 2025, or upon a liquidity event. The Company used the proceeds from the Note for general corporate purposes, and its working capital requirements, pending the availability of alternative debt financing.

On May 31, 2024, as part of the May 2024 capital raise, the Lender converted his next four debt repayments for the period from June to September 2024, for a total amount of $100,000, in lieu of cash payment for the subscription agreement.

On April 28, 2025 the Lender agreed to accept a payment of approximately $420,000 and entered into a further modification for the remaining balance that includes monthly payments of approximately $37,000 and a maturity date of April 28, 2026.

During the six months ended June 30, 2026, the Company made a $111,000 repayment to the Note, including a $10,000 interest payment. In addition, $100,000 was satisfied through debt conversions in the equity raise in February 2026 (see Note 11). The Note was fully satisfied as of June 30, 2026.

Secured Promissory Notes–* August 2025 Note*

On August 6, 2025, the Company issued an additional secured promissory note (the “August Note”) to the Lender in the principal amount of $2,000,000, which is secured by accounts receivable of the Company pursuant to the terms in the same Note Financing. The August Note bears an annual interest rate of 13% and has a term ofone year.

On March 24, 2026, the Company entered into an amendment to the August Note to extend the maturity date of the loan to June 1, 2027 with a balloon principal payment due on maturity with interest only paid monthly until maturity. The amendment was accounted as a debt modification.

Economic Injury Disaster Loan

On September 24, 2020, SBA authorized (under Section 7(b) of the Small Business Act, as amended) an Economic Injury Disaster Loan (“EID Loan”) to Don Polly in the amount of $150,000. The balance of principal and interest will be payable thirty years from the date of the EID Loan and interest will accrue at the rate of 3.75% per annum.

The following summarizes the Company’s notes payable maturities as of June 30, 2026*(*amounts in thousands):

NOTE 10–** EARNINGS (LOSS) PER SHARE APPLICABLE TO COMMON STOCKHOLDERS**

Basic (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted (loss) per common share is computed similar to basic (loss) per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Diluted weighted average common shares include common stock potentially issuable under the Company’s convertible preferred stock, warrants and vested and unvested stock options.

The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented (in thousands):

NOTE 11–** STOCKHOLDERS**’** EQUITY**

May 2026 Capital Raise

On May 19, 2026, the Company entered into subscription agreements with investors for the sale of an aggregate of 6,350,000 shares of its common stock, par value $0.001 per share, at a purchase price per share of $0.20, $270,000 of which was paid in cash, $868,000 of which was paid in the form of debt and outstanding accounts payable forgiveness, and the remainder was paid in exchange for supplies and fixed assets. The Company recognized approximately $347,000 debt extinguishment loss based on the closing price of its common stock on May 19, 2026.

February 2026 Capital Raise

On February 13, 2026, the Company completed a private placement of 3,550,000 shares of its common stock at a purchase price of $0.20 per share, resulting in aggregate consideration of $710,000. Of the total consideration, $510,000 was received in cash and $200,000 was satisfied through the forgiveness of certain outstanding indebtedness owed by the Company (see Note 9). The issuance of shares increased the Company’s liquidity and reduced a portion of its outstanding debt obligations. Charlie’s management and directors purchased 1,350,000 shares of the 3,550,000 total shares that were sold, as follows:

NOTE 12–** STOCK-BASED COMPENSATION**

On May 8, 2019, our Board of Directors approved the Charlie’s Holdings, Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”), and the 2019 Plan was subsequently approved by holders of a majority of our outstanding voting securities on the same date. Up to 11,072,542 stock options were originally grantable under the 2019 Plan.

On December 22, 2021, our Board of Directors unanimously adopted resolutions by written consent approving an amendment to increase the number of shares of Common Stock available for issuance under the 2019 Plan by 15.0 million shares, from 11,072,542 to 26,072,542 shares (the “2019Plan Amendment”). Furthermore, the Company received written consents approving the 2019 Plan Amendment from holders of approximately 50.3% of our outstanding voting securities. In accordance with Rule 14c of the Exchange Act, our Board of Directors’ authority to implement the 2019 Plan Amendment became effective February 28, 2022, twenty calendar days after notification of our shareholders.

On April 6, 2026, the Company's Board of Directors unanimously approved an amendment (the*"Second Amendment"*) to the 2019 Plan, subject to stockholder approval, to increase the number of shares of common stock reserved for issuance thereunder by 15,000,000 shares, from 26,072,542 shares to 41,072,542 shares. The Second Amendment was approved by the Company's stockholders at the 2026 Annual Meeting of Stockholders held on June 4, 2026.

Non-Qualified Stock Options

The following table summarizes stock option activities during the three months ended June 30, 2026 (all option amounts are in thousands):

Restricted Stock Awards

The following table summarizes restricted stock awards activities during the three months ended June 30, 2026 (all share amounts are in thousands):

As of June 30, 2026, there was approximately $57,000 of total unrecognized compensation expense related to non-vested restricted share-based compensation arrangements granted under the 2019 Plan, as amended. That cost is expected to be recognized over a weighted average period of 2.1 years. The Company recorded total stock-based compensation of approximately $18,000 and $38,000 during the three months ended June 30, 2026 and 2025 related to the RSAs, respectively. The Company recorded total stock-based compensation of approximately $43,000 and $78,000 during the six months ended June 30, 2026 and 2025 related to the RSAs, respectively.

NOTE 13–** COMMITMENTS AND CONTINGENCIES**

Leases

The Company leases office space under agreements classified as operating leases that expire on various dates through 2028. All of the Company’s lease liabilities result from the lease of its headquarters in Costa Mesa, California, which expired on September 30, 2024, and effective October 1, 2024, the lease has been on a month-to-month basis, and its warehouse in Huntington Beach, California, which was renewed in August 2025 and expires May 2028. On April 29, 2022, the Company entered into a commercial lease agreement for the Company’s sales and marketing operations in Williamsville, New York (“Williamsville Lease”) with Henry Sicignano Jr., a relative of the Company’s President, Henry Sicignano III. The Williamsville Lease, which became effective on May 1, 2022, had a term ofone year and a base rent of $1,650 per month. The Williamsville Lease has been subsequently extended for additionalone-year periods, with the same terms. The Williamsville Lease is considered a modified gross lease and therefore the Company is also responsible for additional monthly expenses including gas, electricity, and internet. The Williamsville Lease was evaluated and approved by the Company’s Board of Directors.

Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Certain of the Company’s leases include renewal options and escalation clauses; renewal options have not been included in the calculation of the lease liabilities and right of use assets as the Company is not reasonably certain to exercise the options. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. The Company does not act as a lessor or have any leases classified as financing leases.

The Company excludes short-term leases having initial terms of 12 months or less from ASC Topic 842, “Leases”, as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. The Company entered into a commercial lease for the Company’s corporate headquarters (the “Lease”) in Costa Mesa, California with Brandon Stump, the Company’s former Chief Executive Officer, Ryan Stump, the Company’s Chief Operating Officer, and Keith Stump, a former member of the Company’s Board of Directors. The Stumps purchased the property that is the subject of the Lease in July 2019. The Lease, which was effective as of September 1, 2019, on a month-to-month basis, was then formalized on November 1, 2019 to have a term offive years and a base rent rate of $22,940 per month, which rate is subject to annual adjustments based on the consumer price index, as may be mutually agreed upon by the parties to the Lease. The terms of the Lease were negotiated and approved by the independent members of the Board of Directors, after reviewing a detailed analysis of comparable properties and rent rates compiled by an independent, third-party consultant. Effective October 1, 2024, the lease was on a month-to-month basis. The total rent paid to related parties for the six months ended June 30, 2026 and 2025 was approximately $138,000 and $138,000, respectively.

Effective June 2, 2022, the Company’s lease at 5331 Production Drive, Huntington Beach, CA was renewed for an additional three-year term, concluding May 31, 2025. On August 12, 2025, the Company renewed this lease for an additional three years commencing on September 1, 2025 and ending August 31, 2028. The renewal resulted in an additional $583,000 in right-of-use assets and $583,000 in lease liabilities.

In September 2025, the Company entered into a lease agreement commencing on October 1, 2025 (the “October Lease”), pursuant to which the Company leases certain premises located at 15902-06 Manufacture Lane, Huntington Beach, CA for purposes of filling and assembling certain of its nicotine and alternative alkaloid vapor products. The October Lease has a term of 1.5 years concluding June 30, 2027. The Company recognized $123,000 in right-of-use assets and $123,000 in lease liabilities on the consolidated balance sheet as of the commencement date.

As of June 30, 2026, the Company had operating lease liabilities of approximately $514,000 and right of use assets of approximately $505,000 which were included in the condensed consolidated balance sheet.

The following table summarizes quantitative information about the Company’s operating leases for the three and six months ended June 30, 2026 (amounts in thousands):

Maturities of our operating leases as of June 30, 2026, excluding short-term leases, are as follows (amounts in thousands):

Legal Proceedings

As of the date hereof, there are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

As more fully described under “Risks and Uncertainties” (above), and in our 2025 Annual Report in “RISK FACTORS,” the Company’s wholly owned subsidiary, Charlie’s Chalk Dust LLC (“CCD”), is a petitioner in two proceedings challenging Marketing Denial Orders (“MDOs”) issued by the U.S. Food and Drug Administration (“FDA”) with respect to certain premarket tobacco product applications (“PMTAs”).

On April 1, 2026, the FDA issued an MDO to CCD covering certain products included in CCD’s timely submitted 2020 PMTA. On May 1, 2026, CCD and Toro Imports LLC filed a petition for review challenging the MDO in the U.S. Court of Appeals for the Fifth Circuit,Charlie’s Chalk Dust LLC, et al. v. U.S. Food and Drug Administration, et al., Case No. 26-60320. On May 11, 2026, the petitioners moved to stay the MDO pending judicial review, and the Fifth Circuit granted that motion on June 8, 2026. Merits briefing is underway. The petitioners filed their opening brief on August 3, 2026; the FDA’s response brief is currently due on October 2, 2026, after which the petitioners may file a reply brief. Although the affected products represent only a small percentage of the Company’s current sales, CCD intends to vigorously pursue its challenge to the MDO while continuing to supplement the applicable PMTA with the latest scientific evidence.

On October 28, 2025, the FDA issued MDOs to CCD covering certain products included in CCD’s timely submitted 2022 PMTAs. CCD and FOK of Houma LLC, doing business as Nocko’s, filed a petition for review challenging the MDOs in the U.S. Court of Appeals for the Fifth Circuit,Charlie’s Chalk Dust LLC, et al. v. U.S. Food and Drug Administration, et al., Case No. 25-60609. On November 5, 2025, the petitioners filed an emergency motion for a temporary administrative stay. On November 10, 2025, the Fifth Circuit granted a temporary administrative stay pending its consideration of the petitioners’ motion to stay the MDOs pending judicial review. On December 24, 2025, a Fifth Circuit panel granted that motion. Merits briefing has been completed, and oral argument is currently scheduled for the week of October 5, 2026, subject to possible extension by the Court. As a result of the stay, the affected PMTAs were returned to pending status and continue to be treated as timely filed as of May 2022 while the litigation proceeds. Accordingly, where permitted by state law, the affected products remain eligible for inclusion on state vapor product directories, including in Louisiana, that permit the sale of products associated with timely submitted synthetic-nicotine PMTAs that remain pending before the FDA, subject to satisfaction of all other applicable state requirements.

Except for these proceedings, the Company is not a party to any material legal or administrative proceeding.

From time to time, the Company may be involved in various claims and counterclaims and legal actions arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.

NOTE 14–** INCOME TAXES**

Charlie's Holdings, Inc. and its subsidiaries are taxed as a C corporation and file a consolidated federal income tax return. Income tax expense is comprised of domestic (U.S. federal and state) income taxes at the applicable statutory rates, adjusted for non-deductible expenses, stock-based compensation, and other permanent differences. The Company maintains a full valuation allowance against its deferred tax assets, as it is not more likely than not that such assets will be realized. As a result, the net impact of changes in estimates on the Company's overall income tax expense is limited.

At December 31, 2025, the Company had federal and state net operating loss carryforwards of approximately $5.2 million and $9.9 million, respectively. The federal net operating loss carryforwards can be carried forward indefinitely but are subject to an annual utilization limit of 80% of taxable income. State net operating loss carryforwards expire at various dates through 2043, if not utilized.

At December 31, 2025, the Company had federal research and development tax credit carryforwards of approximately $0.1 million. These credits expire by 2040, if not utilized.

The utilization of net operating loss carryforwards and research and development tax credit carryforwards may be subject to annual limitations under Sections 382 and 383 of the Internal Revenue Code, and analogous state provisions, due to ownership changes that may have occurred previously or that could occur in the future. In general, an ownership change, as defined under Section 382, occurs when the ownership of certain stockholders or public groups increases by more than 50 percentage points over a three-year period. The Company experienced an ownership change in 2019. The Company has not completed a formal Section 382 analysis; however, it has assumed for purposes of these financial statements that net operating loss carryforwards generated prior to the 2019 ownership change are not available to offset taxable income arising after that date. If a formal analysis were completed and pre-change losses were determined to be available, the Company's tax liabilities could be reduced. Conversely, if a formal analysis were to identify additional ownership changes, the Company's net operating loss carryforwards and tax credit carryforwards could be subject to further limitation.

For the three months ended June 30, 2026, the Company determined that income tax expense was not material to the condensed consolidated financial statements, and accordingly, no income tax provision has been recorded for the period. For the three months ended June 30, 2025, the Company recorded a tax expense from continuing operations of approximately $388,000. The Company’s income tax expense for the three months ended June 30, 2025 was related to current year projected income that was not eligible to be offset with prior year tax attribute carryovers.

NOTE 15–** SUBSEQUENT EVENTS**

Future Receivables Sale Agreement – July 23, 2026

On July 23, 2026, the Company entered into a Future Receivables Sale Agreement with Austin Business Finance, LLC (“Backd”), under which the Company sold $1,280,000 of future receivables in exchange for a purchase price of $1,000,000, less a 1.0% origination fee, resulting in net proceeds to the Company of $990,000. The Company is obligated to remit the receivables through weekly payments of $24,615.38 over an estimated term of approximately 52 weeks, and its obligations are secured by a first-priority security interest in substantially all of the Company's accounts and receivables.

Resignation of Ryan Stump as Chief Operating Officer–* August 3, 2026*

On August 3, 2026, Ryan Stump provided notice to our Board of Directors of his intention to resign as Chief Operating Officer of the Company, effective as of September 4, 2026. Mr. Stump’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. Stump will continue to serve as a member of the Board but now with core responsibility for strategic partnerships and mergers and acquisitions.

Appointment of Henry Sicignano III as Chief Executive Officer–* August 4, 2026*

On August 4, 2026, the Board appointed Henry Sicignano III, Charlie’s President, as the Company’s Chief Executive Officer, effective immediately. Mr. Sicignano will continue to serve as the Company’s President.