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CHUC on OTC

Charlie's Holdings, Inc.

American medicinal chemicals and botanical products company1

In its 2026 annual report the company says: “Charlie's is a leader in the premium vapor products industry. The Company’s objective is to become a sales leader in two broad product categories: (i) non-combustible nicotine-related products and (ii) alternative alkaloid (non-nicotine) vapor products. The Company is investing in the development of advanced age-gating and access-control technologies designed to prevent youth access while maintaining availability for adult smokers who seek alternatives to combustible cigarettes.”11 It is headquartered in Costa Mesa, California.1 Its shares trade on OTC under the symbol CHUC.1

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Last updated Oct 21, 2026.

Overview

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  • TickerCHUC on OTC1
  • IndustryMedicinal Chemicals & Botanical Products1
  • HeadquartersCosta Mesa, California1
  • Incorporated inNV2
  • Business address1007 Brioso Dr., Costa Mesa, Ca 926272
  • Filer categoryNon-accelerated filer, Smaller reporting company2

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

27.0%Gross margin3
-10.4%Operating margin3
21.5%Net margin3
169.4%Revenue growth, 20253
131.4%Return on equity3
-$5.8MFree cash flow3

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue73¢$15.3M
  • Other costs4¢$881.0K
  • Income tax1¢$275.0K
  • Profit22¢$4.5M

Out of $20.9M in revenue.3

Financial statements

Revenue4563$20.9M in 2025−8% since 2019
0$10.0M$20.0M$30.0M2019: $22.7M$22.7M20192020: $16.7M$16.7M2020−27%2021: $21.5M$21.5M2021+29%2022: $26.4M$26.4M2022+23%2023: $16.2M$16.2M2023−39%2024: $7.8M$7.8M2024−52%2025: $20.9M$20.9M2025+169%
Gross profit3$5.7M in 2025+97% since 2024
0$2.0M$4.0M$6.0M2024: $2.9M$2.9M20242025: $5.7M$5.7M2025+97%
Operating income475683-$2.2M in 2025−62% since 2019
-$8.0M-$6.0M-$4.0M-$2.0M0$2.0M2019: -$5.8M-$5.8M20192020: -$6.8M-$6.8M2020+17%2021: $565.0K$565.0K20212022: -$1.8M-$1.8M20222023: -$2.2M-$2.2M2023+22%2024: -$3.3M-$3.3M2024+50%2025: -$2.2M-$2.2M2025−34%
Net income475683$4.5M in 2025
-$10.0M-$5.0M0$5.0M2019: -$2.1M-$2.1M20192020: -$7.2M-$7.2M2020+235%2021: $4.8M$4.8M20212022: -$1.6M-$1.6M20222023: -$2.1M-$2.1M2023+31%2024: -$4.2M-$4.2M2024+99%2025: $4.5M$4.5M2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.3

Period ending2025-12-312024-12-31
Product revenue, net$20.9M$7.8M
Cost of goods sold$15.3M$4.9M
Gross profit$5.7M$2.9M
General and administrative$6.4M$5.6M
Sales and marketing$1.3M$638.0K
Research and development$119.0K-$68.0K
Total operating costs and expenses$7.8M$6.2M
Loss from operations-$2.2M-$3.3M
Interest expense-$692.0K-$703.0K
Debt extinguishment gain (loss)-$50.0K-$75.0K
Change in fair value of derivative liabilities$0$79.0K
Gain on sale of intellectual property$7.5M$0
Total other income (loss)$6.8M-$699.0K
Income (loss) before provision for income taxes$4.6M-$4.0M
Income tax provision$275.0K$0
Income (loss) from continuing operations after income taxes$4.3M-$4.0M
Income (loss) from discontinued operations, net of tax$181.0K-$156.0K
Net income (loss)$4.5M-$4.2M
Basic (in dollars per share)$0-$0
Income (loss) from discontinued operations, basic (in dollars per share)$0$0
Basic (in dollars per share)$0.02-$0.02
Income (loss) from continuing operations, diluted (in dollars per share)$0-$0
Income (loss) from discontinued operations, diluted (in dollars per share)$0$0
Diluted (in dollars per share)$0.02-$0.02
Basic (in shares)257.4M shares234.8M shares
Diluted (in shares)278.5M shares234.8M shares

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Corporate structure

Charlie's Holdings, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Charlie's Holdings, Inc.

  • Charlie's Holdings, Inc. Costa Mesa, California

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Charlie's Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$1.1M3 Dec 31, 2025$1.0M3 Dec 31, 2024+2.2%
Accumulated depreciation$1.0M3 Dec 31, 2025$983.0K3 Dec 31, 2024+4.0%
Property and equipment, net$37.0K3 Dec 31, 2025$53.0K3 Dec 31, 2024−30.2%
Operating-lease assets (leased space)$632.0K3 Dec 31, 2025$71.0K3 Dec 31, 2024+790.1%

Inventory

ItemLatestA year beforeChange
Inventory, total$6.7M3 Dec 31, 2025$2.1M3 Dec 31, 2024+215.3%
Raw materials$494.0K3 Dec 31, 2025$402.0K3 Dec 31, 2024+22.9%
Finished goods$4.1M3 Dec 31, 2025$2.2M3 Dec 31, 2024+85.8%

Properties, in its own words

Facilities

The Company leases office and warehouse space in Southern California and Western New York. All of the Company’s lease liabilities result from the lease of (i) its warehouse space in Huntington Beach, California, which expires in 2028, (ii) its corporate headquarters in Costa Mesa, California, which is currently leased on a month-to-month basis, (iii) its satellite sales office in Williamsville, New York, which is currently leased month-to-month, and (iv) its ENDS filling operation in Hunting Beach, California. Management believes that the Company’s sites are adequate to support the business and suitable for present purposes and the properties and equipment have been well maintained.

Item 2 of the 10-K filed Apr 1, 2026.11

Leadership

Who has led Charlie's Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Earnest Mathis Jr.2006
  2. John Desbarrieres Pougnet2007–2008
  3. Daniel Rumsey2010
  4. Kevin Charles Sherman2010
  5. Deborah Kern Wildrick2011–2012
  6. Leonard Lance2012–2015
  7. Boerum Robert Van2018
  8. Brandon Stump2019–2021

President

  1. Doug Ridley2007–2008
  2. Kevin Charles Sherman2010–2012
  3. Henry Sicignano Iii.2021–now

Chief financial officer

  1. John Desbarrieres Pougnet2006–2011
  2. Daniel R. Kerker2012–2015
  3. Boerum Robert Van2018
  4. David R. Allen2019–2021
  5. Matthew P. Montesano2021–now

Chief operating officer

  1. Ryan Stump2019–now
2010201520202025
Board members and other officers (29)

Former names

  • True Drinks Holdings, Inc.Feb 1, 2013 to Jul 2, 20192
  • BAZI INTERNATIONAL, INC.Aug 10, 2010 to Jan 22, 20132
  • XELR8 HOLDINGS, INC.Nov 17, 2006 to Aug 2, 20102
  • VITACUBE SYSTEMS HOLDINGS INCApr 2, 2004 to Mar 9, 20072
  • INSTANET INCOct 4, 2001 to Mar 30, 20042

Timeline

  1. Aug 4, 20268-K Executive or director change; Regulation FD disclosure49
  2. Jun 5, 20268-K Executive or director change; Shareholder vote50
  3. May 21, 20268-K Entered a material agreement; Unregistered sale of shares51
  4. Feb 13, 20268-K Entered a material agreement; Unregistered sale of shares52
  5. Aug 11, 20258-K Entered a material agreement; Completed an acquisition or sale; Shareholder vote53
  6. Jun 3, 20258-K Entered a material agreement; Completed an acquisition or sale54
  7. Apr 17, 20258-K Entered a material agreement; Completed an acquisition or sale55
  8. Nov 27, 20248-K Entered a material agreement; Unregistered sale of shares56
  9. Jun 28, 20248-K Change of auditor; Shareholder vote57
  10. Jun 3, 20248-K Entered a material agreement; Unregistered sale of shares58
  11. Apr 19, 20248-K Change of auditor59
  12. Jun 30, 20238-K Change of auditor60
  13. May 8, 2019New chief executive Brandon Stump becomes CEO12
  14. Jul 6, 2018New chief executive Boerum Robert Van becomes CEO13
  15. Oct 26, 2012New chief executive Leonard Lance becomes CEO14
  16. Sep 1, 2011New chief executive Deborah Kern Wildrick becomes CEO15
  17. Aug 16, 2010New chief executive Kevin Charles Sherman becomes CEO17
  18. Mar 30, 2010New chief executive Daniel Rumsey becomes CEO16
  19. Mar 30, 2007New chief executive John Desbarrieres Pougnet becomes CEO18
  20. Jul 14, 2006New chief executive Earnest Mathis Jr. becomes CEO19

Filings

118 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 17 major events, 51 insider forms, 5 large holders, 25 other. The latest 20:

  1. Sep 4, 20264 EDGAR
  2. Sep 4, 20264 EDGAR
  3. Sep 4, 20264 EDGAR
  4. Sep 4, 20264 EDGAR
  5. Sep 4, 20264 EDGAR
  6. Sep 4, 20264 EDGAR
  7. Sep 4, 20264 EDGAR
  8. Aug 17, 202610-Q EDGAR
  9. Aug 14, 2026NT 10-Q EDGAR
  10. Aug 4, 20268-K EDGAR
  11. Jun 5, 20268-K EDGAR
  12. May 21, 20268-K EDGAR
  13. May 20, 202610-Q EDGAR
  14. May 15, 2026NT 10-Q EDGAR
  15. Apr 20, 2026DEF 14A EDGAR
  16. Apr 9, 2026PRE 14A EDGAR
  17. Apr 1, 2026NT 10-K EDGAR
  18. Apr 1, 202610-K EDGAR
  19. Feb 13, 20268-K EDGAR
  20. Feb 13, 20264 EDGAR

The 118 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

17 open-market trades by officers, directors and large owners since October 2021: 17 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Feb 13, 2026Stump RyanChief Operating OfficerBuy250,000$0.20$50.0KForm 4
Feb 13, 2026SICIGNANO HENRY IIIPresidentBuy250,000$0.20$50.0KForm 4
Feb 13, 2026Montesano Matthew PChief Financial OfficerBuy100,000$0.20$20.0KForm 4
Feb 13, 2026King Michael DDirectorBuy500,000$0.20$100.0KForm 4
Feb 13, 2026Carmines EdwardDirectorBuy250,000$0.20$50.0KForm 4
Dec 26, 2025Carmines EdwardDirectorBuy100,000$0.28$28.0KForm 4
Dec 17, 2025SICIGNANO HENRY IIIPresidentBuy100,000$0.21$21.0KForm 4
Sep 9, 2025Carmines EdwardDirectorBuy10,000$0.32$3.2KForm 4
Sep 8, 2025Carmines EdwardDirectorBuy7,723$0.29$2.2KForm 4
Sep 4, 2025Carmines EdwardDirectorBuy7,000$0.30$2.1KForm 4
Sep 3, 2025Carmines EdwardDirectorBuy20,000$0.28$5.6KForm 4
May 31, 2024King Michael DDirectorBuy1,250,000$0.08$100.0KForm 4
Dec 1, 2023Carmines EdwardDirectorBuy17,498$0.09$1.6KForm 4
Dec 9, 2022Carmines EdwardDirectorBuy34,260$0.13$4.5KForm 4
Dec 8, 2022Carmines EdwardDirectorBuy10,000$0.15$1.5KForm 4
Nov 29, 2022Montesano Matthew PChief Financial OfficerBuy50,000$0.17$8.5KForm 4
Nov 29, 2022SICIGNANO HENRY IIIPresidentBuy100,000$0.16$16.0KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Ryan Stump38$225.0K$298.6K63
2025Henry Sicignano III58$200.0K$277.7K63
2025Matthew P. Montesano40$100.0K$123.7K63
2024Chief Operating Officer and Director$225.0K$263.6K63
2024President$200.0K$242.8K63
2024Interim Chief Financial Officer$100.0K$112.7K63

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Ascentis Wealth Management, LLC923$1940.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Charlie's Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCharlie's Holdings, Inc.1
  • CIK0001134765
  • Employer ID (EIN)84-157508511
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company11
  • Incorporated inNevada11
  • Fiscal year endsDecember 311
  • Industry code (SIC)2833 Medicinal Chemicals & Botanical Products1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address1007 Brioso Dr., Costa Mesa, CA 926271
  • Phone949-570-06911
  • Shares outstanding280,553,242 as of Aug 17, 202610
  • Public float$17.9M as of Jun 30, 202511
  • AuditorUrish Popeck & Co., LLC, Pittsburgh, Pennsylvania PCAOB ID 1013; it also attests to the company’s internal control over financial reporting11
  • On EDGAR sinceFeb 27, 20011
  • Filings820 in all: 8-K (233), 4 (191), 10-Q (56), 3 (42), CORRESP (22), UPLOAD (22), 10QSB (20), 10-K (18)1
    All 52 form types

    NT 10-Q (14), SC 13G (13), 5 (11), DEF 14A (11), NT 10-K (11), S-1/A (11), D (10), 8-K/A (9), SB-2/A (9), SC 13D/A (9), DEF 14C (8), SC 13G/A (8), 424B3 (7), EFFECT (7), PRE 14C (7), SC 13D (7), 10KSB (6), PRE 14A (6), 4/A (5), S-1 (5), S-8 (5), PRER14A (4), 424B1 (3), S-3 (3), S-3/A (3), SB-2 (3), 8-A12B (2), REGDEX (2), SC 14F1 (2), 10KSB/A (1), 10KSB40 (1), 10QSB/A (1), 25 (1), 25-NSE (1), 3/A (1), 424B4 (1), 8-A12G (1), CERTAMX (1), D/A (1), DEFA14A (1), DEFR14A (1), PRER14C (1), S-1MEF (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Apr 1, 2026
    Quarterly report (10-Q) Aug 17, 2026
    Proxy statement (DEF 14A) Apr 20, 2026
    Latest 8-K (8-K) Aug 4, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock ($0.001 par value)CHUC

From the cover page of the 10-K filed Apr 1, 2026 (Section 12(b) of the Exchange Act).11

Risk factors and legal proceedings

The risks Charlie's Holdings, Inc. names in Item 1A of its 10-K filed Apr 1, 2026: 35 risks under these headings, as written.11

  • Risks Related to the Company
  • Our ability to achieve and maintain positive cash flow is uncertain.
  • Our products could fail to attract or retain users or generate revenue and profits.
  • The loss of one or more of our key personnel or our failure to attract and retain other highly qualified personnel in the future, could harm our business.
  • We have no commercial manufacturing capacity and rely on third-party contract manufacturers to produce commercial quantities of our products.
  • We are subject to cyber-security risks, including those related to customer, employee, vendor or other company data and including in connection with integration of acquired businesses and operations.
  • The business that we conduct outside the United States may be adversely affected by international risk and uncertainties.
  • Regulatory and Market Risks
  • Our business is primarily involved in the sales of products that contain nicotine or alternative alkaloids, all of which face significant regulation and actions that may have a material adverse effect on our business.
  • We are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar other constraints, which can make compliance costly and subject us to enforcement actions by governmental agencies.
  • The Federal Food, Drug and Cosmetic Act could materially affect sales of our Pacha branded products, and if we do not receive acceptance filings from the FDA for these products, we will not be able to market them which could materially affect our revenue and financial results.
  • The regulation of tobacco products by the FDA in the United States and the issuance of Deeming Regulations may materially adversely affect the Company.
The other 25 risks
  • The regulation of SBX by the FDA or others could materially adversely affect us.
  • Certain of our products contain nicotine or Metatine which are considered to be highly addictive substances.
  • Bans on the sales of flavored e-cigarettes directly impacts the markets in which we may sell Charlie’s products, and significant increases in state and local regulation of Charlie’s products have been proposed or enacted and are likely to continue to be proposed or enacted in numerous jurisdictions.
  • There is substantial concern regarding the effect of long-term use of vaping products. Despite the recent outbreak of vaping-related lung injuries, the medical profession does not yet definitively know the cause of such injuries. Should vapor products, such as Charlie’s products, be determined conclusively to pose long-term health risks, including a risk of vaping-related lung injury, our business will be negatively impacted.
  • The market for vapor products is a niche market, subject to a great deal of uncertainty, and is still evolving.
  • Due to our operations in several highly regulated industries, we may have a difficult time obtaining the various insurances that are desired to operate our business, which may expose us to additional risk and financial liability.
  • We face significant competition from existing suppliers of products similar to ours. If we are not able to compete with these companies effectively, we may not be able to achieve profitability.
  • Adverse publicity associated with our products or ingredients, or those of similar companies, could adversely affect our sales and revenue.
  • Our products may not meet health and safety standards or could become contaminated.
  • Any Age-Gating Technology we develop or acquire is subject to becoming obsolete.
  • There is limited availability of clinical studies related to many of our products.
  • The sale of our products involves product liability and related risks that could expose us to significant insurance and loss expense.
  • The success of our business will depend upon our ability to create and expand our brand awareness.
  • We must develop and introduce new products to succeed.
  • If we are not able to adequately protect our intellectual property, then we may not be able to compete effectively, and we may not be profitable.
  • Risks Related to Our Common Stock
  • A limited trading market currently exists for our securities, and we cannot assure you that an active market will ever develop, or if developed, will be sustained.
  • Sales of a substantial number of shares of our Common Stock, or the perception that such sales may occur, may adversely impact the price of our Common Stock.
  • If we issue additional shares of Common Stock in the future, it will result in the dilution of our existing stockholders.
  • Holders of Series A Convertible Preferred have substantial rights and it ranks senior to our Common Stock.
  • Our outstanding Series A Preferred contains anti-dilution provisions that, if triggered, could cause substantial dilution to our then-existing holders of Common Stock which could adversely affect our stock price.
  • The price of our securities could be subject to wide fluctuations and your investment could decline in value.
  • We have issued Preferred Stock with rights senior to our Common Stock, and may issue additional Preferred Stock in the future.
  • Our Amended and Restated Bylaws designate courts within the state of Nevada as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
  • You may not be able to hold our securities in your regular brokerage account.
  • You should not rely on an investment in our Common Stock for the payment of cash dividends.

Legal proceedings

From time to time, claims are made against the Company in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties, and unfavorable outcomes could occur. In the opinion of management, the resolution of these matters, if any, will not have a material adverse impact on the Company’s financial position or results of operations. There are no pending or legal proceedings at this time.

The opening of Item 3, Legal Proceedings.11

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