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): April 29, 2024
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 | 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. ☐
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 29, 2024, Charlotte’s Web Holdings, Inc. (the “Company”) announced that three current members of the Company’s Board of Directors, John Held, Thomas Lardieri, and Alicia Morga, will not stand for re-election at the Company’s Annual General and Special Meeting scheduled for June 13, 2024. The decision for these three directors not to stand for re-election does not relate to any disagreement with the Company, its management or the board of directors on any matter relating to the Company’s operations, policies or practices, including with respect to the Company’s accounting principles, practices or financial statement disclosures.
Item 8.01. | Other Events. |
On April 29, 2024, the Company issued a press release announcing the individuals the board of directors has nominated for election at the Company’s Annual General and Special Meeting to be held on June 13, 2024. A copy of the Press Release is furnished herewith as Exhibit 99.1 and incorporated in this Item 8.01 by reference.
Item 9.01. | Financial Statements and Exhibits. | |
(d) | Exhibits: | |
Exhibit No. | Description | ||||
| Press Release dated April 29, 2024 | ||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document
The information in the press release attached as Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
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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. | |||
Date: April 29, 2024 | By: | /s/ Stephen Rogers | |
Stephen Rogers | |||
Senior Vice President - General Counsel and Corporate Secretary | |||