Filing Details
- Accession Number:
- 0001654954-19-008688
- Form Type:
- 13D Filing
- Publication Date:
- 2019-08-01 10:51:31
- Filed By:
- Stump Brandon
- Company:
- Charlie's Holdings Inc. (OTCMKTS:CHUC)
- Filing Date:
- 2019-08-01
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Brandon Stump | 9,379,218,889 | 0 | 9,379,218,889 | 0 | 9,379,218,889 | 49.6% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule
13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CHARLIE’S HOLDINGS, INC.
(Name
of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title
of Class of Securities)
16077A101
(CUSIP
Number)
Brandon Stump
Charlie’s Holdings, Inc.
1007 Brioso Drive
Costa Mesa, CA 92627
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 26, 2019
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), (f) or
(g), check the following box ☐.
Note: Schedules filed in paper format
shall include a signed original and five copies of the Schedule,
including all exhibits. See Rule 13d-7(b) for other parties to
whom copies are being sent.
| * | The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page. |
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP
No. 16077A101
| | | | | | | |
| 1 | | NAMES
OF REPORTING PERSON Brandon
Stump | ||||
| 2 | | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) ☐ (b) ☐ | ||||
| 3 | | SEC USE
ONLY | ||||
| 4 | | SOURCE
OF FUNDS (See Instructions) OO | ||||
| 5 | | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TOITEMS
2(d) or
2(e) ☐ | ||||
| 6 | | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States of America | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
7 | | SOLE
VOTING POWER
9,379,218,889 (1) | ||
| |
8 | | SHARED
VOTING POWER 0 | |||
| |
9 | | SOLE
DISPOSITIVE POWER
9,379,218,889 (1) | |||
| |
10 | | SHARED
DISPOSITIVE POWER 0 | |||
| 11 | | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,379,218,889 (1) | ||||
| 12 | | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | ||||
| 13 | | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.6%(1) | ||||
| 14 | | TYPE OF
REPORTING PERSON (See Instructions) IN | ||||
|
(1) | See
Items 4 and 5. |
Pursuant to Rule
13d-1 of Regulation 13D-G of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended, the
undersigned, Brandon Stump (the “Reporting Person”) hereby files
this Schedule 13D.
|
Item 1. |
Security and Issuer: |
This
Schedule 13D relates to the common stock, par value $0.001 per
share (“Common
Stock”), of Charlie’s Holdings, Inc. (the
“Company”). The
principal executive offices of the Company are located at 1007
Brioso Drive, Costa Mesa, California 92627.
|
Item 2. |
Identity and Background: |
(a) - (c) This Statement is filed by Brandon Stump. Mr. Stump is
the Chief Executive Officer of Charlie’s Holdings, Inc. and a
member of the Company’s Board of Directors. The business address of the Reporting
Person is 1007 Brioso Drive, Costa Mesa, California
92627.
(d) Mr.
Stump has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr.
Stump has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
(f) Mr.
Stump is a U.S. citizen.
|
Item 3. |
Source and Amount of Funds or Other Consideration: |
See
Item 4.
|
Item 4. |
Purpose of Transaction: |
On April 26, 2019 (the “Closing
Date”), Charlie’s
Holdings, Inc., formerly known as True Drinks Holdings, Inc.,
entered into a Securities Exchange Agreement
(“Exchange Agreement”), with each of the members, including the
Reporting Person (“Members”), of Charlies Chalk Dust, LLC, a Delaware
limited liability company (“CCD”), and certain direct investors
(“Direct
Investors”), pursuant to
which the Company acquired all outstanding membership interests of
CCD beneficially owned by the Members in exchange for the issuance
by the Company of units (“Units”) (the “Share
Exchange”). As a result
of the Share Exchange, the Reporting Person received Units
consisting of a total of 93,792,189 shares of Common Stock and
928,543 shares of the Company’s newly created Series B
Convertible Preferred Stock (“Series B
Preferred”).
On June 28, 2019, the Company filed amended and
restated Articles of Incorporation (the “Amended and Restated
Charter”) with the State
of Nevada to (i) change the Company’s corporate name to
Charlie’s Holdings, Inc. and (ii) increase the number of
shares authorized as Common Stock from 7.0 billion to 50.0 billion
shares. As a result of the filing of the Amended and Restated
Charter and the increase of our authorized common stock to 50.0
billion shares, all outstanding shares of Series B Preferred
automatically converted into shares of Common Stock in
accordance with the Certificate of Designations, Preferences
and Rights of the Series B Convertible Preferred Stock (the
“Automatic
Conversion”).
Accordingly, following the Automatic Conversion, the Reporting
Person’s 928,543 shares of Series B Preferred were
automatically converted into a total of 9,285,426,700 shares of
Common Stock.
|
Item 5. |
Interest in Securities of the Issuer: |
(a) As
of July [______], 2019, the
Reporting Persons beneficially owned in the aggregate 9,379,218,889
shares of Common Stock, representing 49.6% of the Company’s outstanding
Common Stock (calculated in the manner set forth under Rule
13d-3(d)(1)(i) of the rules promulgated pursuant to the Securities
Exchange Act of 1934, as amended).
(b) The
Reporting Person has the sole power (and no shared power) to vote,
dispose of or direct the disposition of the Securities and any
Common Stock resulting from the exercise or conversion
thereof.
(c)
Except as disclosed in item 4 above, during the past 60 days, the
Reporting Person effected no transaction in the Company’s
securities.
(d) Not
applicable.
(e) Not
applicable.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer: |
Not
applicable.
|
Item 7. |
Material to Be Filed as Exhibits: |
None.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
| Date:
July 31, 2019 | | | |
| | | | By:
/s/ Brandon
Stump |
| | | | Brandon
Stump |