UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 28, 2023
Charlotte’s Web Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
| British Columbia | 000-56364 | 98-1508633 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
700 Tech Court
Louisville, Colorado | 80027 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (720) 617-7303
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On November 13, 2020, Charlotte’s Web Holdings, Inc. (the “Company”) entered into a secured promissory note (“Note”), as lender, where the Company loaned $1,000,000 to one of the founders of the Company. The note receivable is secured by equity instruments with such founder of the Company. On March 22, 2022, the maturity date of the Note was extended, as allowed under the terms of the Note, resulting in an extension of the maturity date to November 13, 2023 (“First Amendment”). Effective December 28, 2023, the Company entered into a second amendment of the Note (“Second Amendment”) to extend the maturity date of the Note until November 13, 2024.
| Item 9.01. | Financial Statements and Exhibits. |
| | (d) | Exhibits: |
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Exhibit
No. | | Description | |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document | | | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | CHARLOTTE’S WEB HOLDINGS, INC. |
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| Date: January 2, 2024 | | By: | /s/ Stephen Rogers |
| | | | Stephen Rogers |
| | | | Senior Vice President - General Counsel and Corporate Secretary |
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