Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
The Board of Directors and the holders of a majority of the Series A Convertible
Preferred Stock of Charlie's Holdings, Inc. (the "Company") approved an
amendment (the "Amendment") to the Company's Certificate of Designations,
Preferences, and Rights of the outstanding shares of Series A Convertible
Preferred Stock (the "Certificate of Designations"). The Amendment (i) adds the
New York Stock Exchange and the NYSE American markets to the list of national
security exchanges that would satisfy the condition in Section 4(b)(i) of the
Certificate of Designations which, upon a listing on such exchanges, causes an
automatic conversion of the Series A Convertible Preferred Stock into shares of
common stock and (ii) increases the amount of Permitted Indebtedness (as defined
in the Certificate of Designations) from $2.5 million to an amount not to exceed
$6.0 million. The Amendment was effectuated through the filing of the
Certificate of Amendment with the Secretary of the State of Nevada on March 31,
2023 and effective on such date.
The foregoing description of the Amendment does not purport to be complete, and
is qualified in its entirety by reference to the full text of the Certificate of
Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on
Form 8-K and incorporated by reference herein.
Item 9.01(d) Financial Statements and Exhibits.
Certificate of Amendment to the Certificate of Designations,
Exhibit 3.1 Preferences and Rights of the Series A Convertible Preferred Stock of
Charlie's Holdings, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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