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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Charlotte's Web Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 (June 12, 2025) Charlotte’s Web Holdings, Inc. (Exact name of registrant as specified in its charter) British Columbia 000-56364 98-1508633 (State |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56364 Charlotte's |
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| August 13, 2025 |
Exhibit 99.1 Charlotte’s Web Reports Year-Over-Year Growth For Q2 2025 Second Consecutive Quarter of Year-over-Year Revenue Growth Supported by New Product Innovations and Omnichannel Expansion Louisville, Colo. August 13, 2025 - (TSX: CWEB, OTC: CWBHF), Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”), a botanical wellness innovation company and the market leader in cannabidiol |
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| August 13, 2025 |
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): August 13, 2025 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 Incorporati |
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| August 1, 2025 |
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 July 31, 2025 Date of Report (date of earliest event reported) Charlotte’s Web Holdings, Inc. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation or organization) 000- |
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| July 21, 2025 |
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): July 15, 2025 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 |
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| July 21, 2025 |
Exhibit 99.1 Promissory Note $750,000 July 15, 2025 Denver, Colorado For Value Received, Defloria Inc., a Delaware limited liability company (“Company”), promises to pay to the order of Charlotte’s Web, Inc., or its registered assigns (“Holder”), the principal sum of Seven Hundred Fifty Thousand dollars $750,000 with interest on the outstanding principal amount at the rate set forth herein. 1. Def |
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| June 16, 2025 |
Charlotte's Web Reports Shareholder Meeting Voting Results EX-99.1 2 ex991.htm NEWS RELEASE DATED JUNE 13, 2025 Exhibit 99.1 News Release Charlotte's Web Reports Shareholder Meeting Voting Results LOUISEVILLE, CO. - June 13, 2025 - (TSX:CWEB) (OTCQX:CWBHF) Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company") is pleased to announce the results from its 2025 annual general meeting of shareholders held on June 12, 2025 via live audio webcast ( |
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| June 16, 2025 |
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): June 12, 2025 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 |
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| May 14, 2025 |
Exhibit 99.1 Charlotte’s Web Reports Year-Over-Year Growth For Q1 2025 Early proof points confirm transformation strategy traction Louisville, Colo. May 14, 2025 - (TSX: CWEB, OTCQX: CWBHF), Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”), a botanical wellness innovation company, today announced results for the quarter ended March 31, 2025, reporting its first year-over-year re |
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| May 14, 2025 |
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): May 14, 2025 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 |
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| May 14, 2025 |
May 13, 2025 VIA E-MAIL: Legal Department Charlotte’s Web, Inc. 700 Tech Court Louisville, CO 80020 Attn: Stephen Rogers [email protected] Dear Mr. Rogers: Reference is made to the Promotional Rights Agreement, dated as of October 11, 2022 (the “Agreement”), between MLB Advanced Media, L.P. (“MLBAM” or “Licensor”), on its own behalf and on behalf of Major League Baseball Properties, |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56364 Charlotte' |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 29, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| March 19, 2025 |
Exhibit 99.1 Charlotte’s Web Reports 2024 Fourth Quarter and Year-End Financial Results 2024 Delivered Quarterly Growth and Large Scale Cost Optimization Louisville, Colo. March 19, 2025 - (TSX: CWEB, OTCQX: CWBHF), Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”), a market leader in full spectrum hemp extract wellness products, today reported financial results for the fourth qu |
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| March 19, 2025 |
Exhibit 21.1 Charlotte’s Web Holdings, Inc. Subsidiaries •Charlotte’s Web, Inc. (Delaware) •Abacus Products, Inc. (British Columbia) •Abacus Health Products, Inc. (Delaware) •Abacus Wellness, Inc. (Delaware) •CBD Pharmaceuticals, Ltd. (Israel) |
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| March 19, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 19, 2025 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 Incorporatio |
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| March 19, 2025 |
Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following is a description of the common shares of Charlotte’s Web Holdings, Inc. (the "Company", "we" "our" or "us") based on the terms and provisions of the Company’s notice of articles and articles, as amended (the "Articles"), which are included as Exhibits 3.1 and 3.2 to our most recent Annual Report on Form 10-K filed with the U.S. Securities and |
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| March 19, 2025 |
Exhibit 19.1 INSIDER TRADING AND REPORTING POLICY OCTOBER 3, 2018 Revised November 2, 2021, and November 13, 2023 CHARLOTTE’S WEB HOLDINGS, INC. INSIDER TRADING AND REPORTING POLICY CHARLOTTE’S WEB HOLDINGS, INC. The purpose of the Insider Trading and Reporting Policy (the “Policy”) is to summarize the insider trading restrictions to which directors, officers and employees are subject under applic |
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| March 19, 2025 |
Exhibit 97.1 CHARLOTTE’S WEB HOLDINGS, INC. CLAWBACK POLICY July 10, 2019 Revised November 13, 2023 CHARLOTTE'S WEB HOLDINGS, INC. (the "Company") The board of directors (the "Board") of the Company has determined that it is in the best interests of the Company to adopt a formal written policy (the "Policy") providing for the Company’s recoupment of erroneously awarded incentive compensation paid |
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| March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56364 Charlotte's Web |
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| February 24, 2025 |
Exhibit 99.1 PRESS RELEASE Charlotte’s Web Announces DeFloria to enter Phase 2 FDA Clinical Trial for Autism Spectrum Disorder Treatment LOUISVILLE, Colo. - Feb 24, 2025 - (TSX: CWEB) (OTCQX: CWBHF) Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company"), a market leader in hemp extract wellness products, is pleased to announce that the U.S. Food and Drug Administration (FDA) has compl |
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| February 24, 2025 |
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): February 24, 2025 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 Incorpora |
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| January 17, 2025 |
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): January 15, 2025 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 Incorporat |
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| November 14, 2024 |
Exhibit 99.1 Charlotte’s Web Reports 2024 Third quarter Financial Results Sequential quarterly growth returns for 2024 New Product Innovations Driving Omni-Channel Expansion Louisville, Colo. November 14, 2024 – (TSX: CWEB, OTCQX: CWBHF), Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”), a market leader in hemp-derived CBD and other botanical wellness products, today reported fi |
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| November 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 14, 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 Incorpora |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56364 Charlo |
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| November 14, 2024 |
Third Amendment to Secured Promissory Note, dated November 13, 2024 THIRD AMENDMENT TO SECURED PROMISSORY NOTE among JESSE STANLEY and the MASTER AND A HOUND IRREVOCABLE TRUST as Borrower - and - CHARLOTTE’S WEB HOLDINGS, INC. |
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| November 4, 2024 |
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): October 31, 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 Incorporat |
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| November 4, 2024 |
Exhibit 10.1 Retention Agreement 10/28/2024 Erika Lind Sent via email Dear Erika: This retention agreement establishes the terms between Charlotte's Web, Inc. and Erika Lind. The terms of this agreement will begin on the date this letter is signed by both parties. Terms for Receipt of Retention Payment You will continue to be employed as Chief Financial Officer, devoting your best professional eff |
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| September 24, 2024 |
Exhibit 99.1 Charlotte’s Web Responds to New Regulatory Developments in California Affecting the Sale of Hemp CBD Products LOUISVILLE, Colo. - Sept 24, 2024 - (TSX: CWEB) (OTCQX: CWBHF) Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company"), the market leader in cannabidiol (CBD) hemp extract wellness products, stands in firm opposition to the new regulations in California that restri |
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| September 24, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 24, 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 Incorpor |
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| August 22, 2024 |
Letter from Ernst & Young to the Securities and Exchange Commission, dated August 21, 2024 Exhibit 16.1 August 21, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated August 21, 2024, of Charlotte’s Web Holdings, Inc. and are in agreement with the statements contained in paragraphs three, four and five therein. We have no basis to agree or disagree with other statements of the registrant contained therei |
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| August 22, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): August 21, 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 Incorporati |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56364 Charlotte's |
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| August 8, 2024 |
lotte’s Web Holdings, Inc. and Jared Stanley, dated June 13, 2024 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of the date set forth on the signature page hereto (the “Effective Date”), by and between the individual or entity set forth on the signature page hereto (“Consultant”), and CHARLOTTE’S WEB, INC. |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 8, 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 Incorporatio |
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| August 8, 2024 |
Exhibit 99.1 Charlotte’s Web Reports 2024 Second Quarter Financial Results New DTC e-commerce platform launched First sequential Q2 revenue growth since 2021 Additional expense reductions taken to improve future cash flow Louisville, Colo. August 8, 2024 - (TSX: CWEB, OTCQX: CWBHF), Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”), the market leader in full-spectrum hemp extract |
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| June 20, 2024 |
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): June 17, 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 |
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| June 20, 2024 |
Offer Letter from Charlotte’s Web Holdings, Inc. to Erika Lind, dated June 17, 2024. Exhibit 10.1 June 17, 2024 Erika Lind Dear Erika, Charlotte’s Web, Inc. (“Company”) is pleased to extend to you this promotion to work in the full-time position of Chief Financial Officer . This position is exempt and reports directly to William Morachnick, Chief Executive Officer. Your anticipated start date is 28 Jun 2024. Compensation and Benefits Base Compensation: Should you decide to accept |
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| June 20, 2024 |
Charlotte’s Web Appoints Erika Lind as Chief Financial Officer Exhibit 99.1 PRESS RELEASE Charlotte’s Web Appoints Erika Lind as Chief Financial Officer LOUISVILLE, Colo. - June 18, 2024 (TSX:CWEB) (OTCQX:CWBHF) Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company"), the leading provider of hemp-derived CBD wellness products, is pleased to announce the appointment of Erika Lind as Chief Financial Officer (CFO), replacing Jessica Saxton who has re |
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| June 14, 2024 |
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): June 13, 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 |
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| June 14, 2024 |
Charlotte's Web Announces Shareholder Meeting Voting Results Exhibit 99.1 News Release Charlotte's Web Announces Shareholder Meeting Voting Results LOUISVILLE, Colo., – June 14, 2024 - (TSX:CWEB) (OTCQX:CWBHF) Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company") is pleased to announce the results from its 2024 annual general and special meeting of shareholders held on June 13, 2024, via live audio webcast (the "Meeting"). Each of the matters |
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| May 8, 2024 |
Charlotte’s Web Reports 2024 First Quarter Financial Results Exhibit 99.1 Charlotte’s Web Reports 2024 First Quarter Financial Results Louisville, Colo. May 8, 2024 - (TSX: CWEB, OTCQX: CWBHF), Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”), the market leader in full-spectrum hemp extract wellness products, today reported financial results for the first quarter ended March 31, 2024. “The first quarter of 2024 started slowly in terms of |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56364 Charlotte' |
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| May 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 8, 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) |
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| April 29, 2024 |
Exhibit 99.1 PRESS RELEASE Charlotte's Web to Host Virtual Annual General & Special Meeting of Shareholders on June 13, 2024 Proposed Changes to the Board of Directors LOUISVILLE, Colo. - April 29, 2024 - (TSX:CWEB) (OTCQX:CWBHF) Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company"), the leading provider of hemp-derived CBD wellness products, announces details of its upcoming 2024 An |
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| April 29, 2024 |
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 Incorporatio |
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| April 29, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy |
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| March 21, 2024 |
EXHIBIT 10.32.1 FIRST AMENDMENT TO PROMOTIONAL RIGHTS AGREEMENT This First Amendment to the Promotional Rights Agreement (this “First Amendment”) effective as of January 1, 2024 (the “First Amendment Effective Date”) is between MLB Advanced Media, L.P. (“Licensor”), on its own behalf and on behalf of Major League Baseball Properties, Inc., the Office of the Commissioner of Baseball, The MLB Networ |
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| March 21, 2024 |
Exhibit 21.1 Charlotte’s Web Holdings, Inc. Subsidiaries •Charlotte’s Web, Inc. (Delaware) •Abacus Products, Inc. (British Columbia) •Abacus Health Products, Inc. (Delaware) •Abacus Wellness, Inc. (Delaware) •CBD Pharmaceuticals, Ltd. (Israel) |
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| March 21, 2024 |
EXHIBIT 10.18.1 CHARLOTTE'S WEB HOLDINGS, INC. AMENDED 2018 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS - 2 - 1.History; Effective Date. Charlotte's Web Holdings, Inc., a company formed under the laws of the Province of British Columbia ("CWHI"), has established the CHARLOTTE'S WEB HOLDINGS, INC. 2018 LONG-TERM INCENTIVE PLAN, as set forth herein, and as the same may be amended from time to time (t |
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| March 21, 2024 |
Exhibit 99.1 Charlotte’s Web Reports 2023 Fourth Quarter and Year-End Financial Results Transforming the consumer journey through eCommerce platform optimizations, brand consolidation, and price recalibrations; While reducing expenses and maintaining gross margins Louisville, Colo. March 21, 2024 - (TSX: CWEB, OTCQX: CWBHF), Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”), the |
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| March 21, 2024 |
March 20, 2024 VIA E-Mail Jessica Saxton [email protected] RE: Amendment to Offer of Employment with Charlotte’s Web Holdings, Inc. Dear Jessica, This letter is an amendment (“Amendment”) to your Offer of Employment from Charlotte’s Web Holdings, Inc. dated December 7, 2022 (“Offer Letter”). Provided that you timely sign and return a copy of this Amendment to me, this Amendment shal |
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| March 21, 2024 |
Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Charlotte's Web Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee |
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| March 21, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 21, 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 Incorporatio |
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| March 21, 2024 |
Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following is a description of the common shares of Charlotte’s Web Holdings, Inc. (the “Company”, “we” “our” or “us”) based on the terms and provisions of the Company’s notice of articles and articles, as amended (the “Articles”), which are included as Exhibits 3.1 and 3.2 to our most recent Annual Report on Form 10-K filed with the U.S. Securities and |
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| March 21, 2024 |
As filed with the Securities and Exchange Commission on March 21, 2024 As filed with the Securities and Exchange Commission on March 21, 2024 Registration Statement No. |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56364 Charlotte's Web |
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| February 14, 2024 |
Financial Statements and Exhibits, Other Events 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): February 12, 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 Incorpora |
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| February 7, 2024 |
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): February 5, 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 Incorporat |
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| February 7, 2024 |
EXHIBIT 99.1 Charlotte's Web Holdings Inc. Announces Appointment of former Ben & Jerry's CEO, Matthew E. McCarthy, to its Board of Directors LOUISVILLE, Colo., Feb. 7, 2024 /CNW/ - (TSX: CWEB) (OTCQX: CWBHF), Charlotte's Web Holdings, Inc. ("Charlotte's Web," "CW" or the "Company"), the market leader in hemp-derived CBD wellness products, is pleased to announce the appointment of Matthew E. McCart |
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| February 5, 2024 |
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): February 1, 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 Incorporat |
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| January 2, 2024 |
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 Incorpora |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 9, 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 Incorporat |
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| November 9, 2023 |
Exhibit 99.1 Charlotte’s Web Reports 2023 Third Quarter Financial Results New CEO Reinvigorates Organizational Focus and Strategic Discipline; Washington D.C. Making Headway on Federal CBD Regulatory Framework Louisville, CO, November 9, 2023 - (TSX: CWEB, OTCQX: CWBHF), Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”), the market leader in full spectrum hemp extract wellness pr |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56364 Charlo |
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| October 12, 2023 |
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): October 11, 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 Incorporat |
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| October 12, 2023 |
Exhibit 99.1 Charlotte’s Web Appoints Angela McElwee, Former CEO of Gaia Herbs, to Board of Directors 30 years experience growing natural products CPG businesses through board and executive leadership positions LOUISVILLE, COLO - October 12, 2023 - Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company") (TSX:CWEB, OTCQX:CWBHF), the market leader in hemp CBD extract products, is pleased |
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| September 13, 2023 |
Exhibit 99.1 PRESS RELEASE Charlotte's Web Announces Appointment of Bill Morachnick as Chief Executive Officer Provides Update on Majority Voting Policy Process LOUISVILLE, CO. - September 13, 2023 - (TSX:CWEB) (OTCQX:CWBHF) Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company") is pleased to announce the appointment of William (Bill) Morachnick who has joined the Company as its Chief |
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| September 13, 2023 |
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): September 12, 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 Incorpor |
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| September 13, 2023 |
Offer Letter from Charlotte’s Web Holdings, Inc. to William Morachnick, dated September 12, 2023. Exhibit 10.1 CHARLOTTE’S WEB, INC. 700 TECH COURT, LOUISVILLE, CO 80002 September 12, 2023 Via E-mail William Morachnick Re: Offer of Employment with Charlotte’s Web Holdings, Inc. Dear Bill, We are very pleased to extend to you this offer of employment for the position of Chief Executive Officer of Charlotte’s Web Holdings, Inc. (the “Company”). This offer letter (the “Agreement”) sets forth the |
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| August 30, 2023 |
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): August 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 Incorporati |
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| August 10, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 10, 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 Incorporati |
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| August 10, 2023 |
Exhibit 99.1 Charlotte’s Web Reports 2023 Second Quarter Financial Results Encouraging CBD regulatory progress in Congress Net revenue of $16.0M vs. $18.9M YoY Cash increased to $61.7M Louisville, CO August 10, 2023 - (TSX: CWEB, OTCQX: CWBHF), Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”), the market leader in full spectrum hemp extract wellness products, today reported fina |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56364 Charlotte's |
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| July 3, 2023 |
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): June 30, 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 |
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| July 3, 2023 |
Exhibit 10.1 EXTENSION AND SIXth AMENDING AGREEMENT TO NAME AND LIKENESS AND LICENSE AGREEMENT This Extension and Sixth Amending Agreement to Name and Likeness and License Agreement (this “Extension Agreement”) is made to effective as of June 30, 2023 (“Effective Date”), by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company (“Licensor”), Ch |
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| June 20, 2023 |
Charlotte's Web Announces Shareholder Meeting Voting Results and Re-Election of Board Members Exhibit 99.1 News Release Charlotte's Web Announces Shareholder Meeting Voting Results and Re-Election of Board Members DENVER, CO. – June 16, 2023 - (TSX:CWEB) (OTCQX:CWBHF) Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company") is pleased to announce the results from its 2023 annual general meeting of Company shareholders (the “Shareholders”) held on June 15, 2023 via live audio web |
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| June 20, 2023 |
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): June 15, 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 |
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| June 16, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. ) Charlotte’s Web Holdings, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 16106R109 (CUSIP Number) Eleazer Kle |
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| June 13, 2023 |
Exhibit 99.1 PRESS RELEASE Charlotte's Web Comments on Letter from Joel and Jesse Stanley The Board of Directors, as well as Institutional Shareholder Services (“ISS”) and Glass Lewis and Co., LLC (“Glass Lewis”), recommend that shareholders vote “FOR” each of the Company’s nominees for election to the Board at the upcoming Annual Meeting. LOUISVILLE, Colo., June 13, 2023 - (TSX: CWEB) (OTCQX: |
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| June 13, 2023 |
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): June 13, 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 |
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| June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat |
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| May 25, 2023 |
Filed Pursuant to Rule 424(b)(3) File No. 333-271596 PROSPECTUS 6,119,121 Common Shares This prospectus relates to the resale of up to 6,119,121 common shares (“Common Shares”) of Charlotte’s Web Holdings, Inc. (the “Company”) by the selling shareholder named herein (the “Selling Shareholder”). We are not selling any securities under this prospectus and will not receive any of the proceeds from th |
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| May 18, 2023 |
EX-FILING FEES 2 ex1071.htm EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Charlotte's Web Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Pr |
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| May 18, 2023 |
EX-99.3 5 ex993.htm EX-99.3 Exhibit 99.3 CHARLOTTE’S WEB HOLDINGS, INC. AMENDED 2018 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD Charlotte’s Web Holdings, Inc. (the “Company”) has granted you an award (the “Award”) of Restricted Stock Units (the “Units”) under the Charlotte’s Web Holdings, Inc. Amended 2018 Long-Term Incentive Plan (the “Plan”). Each Unit represents the right to receive o |
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| May 18, 2023 |
Form of Nonqualified Stock Option Award to the 2018 Long-Term Incentive Plan (2023 amendment). Exhibit 99.5 CHARLOTTE’S WEB HOLDINGS, INC. AMENDED 2018 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD Charlotte’s Web Holdings, Inc. (the “Company”) has granted you a Nonqualified Stock Option (the “Option”) under the Charlotte’s Web Holdings, Inc. Amended 2018 Long-Term Incentive Plan (the “Plan”). The terms of the grant are set forth in the Nonqualified Stock Option Award Agreement a |
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| May 18, 2023 |
As filed with the Securities and Exchange Commission on May 18, 2023 As filed with the Securities and Exchange Commission on May 18, 2023 Registration Statement No. |
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| May 12, 2023 |
Exhibit 99.1 Charlotte’s Web Reports 2023 First Quarter Financial Results Net cash of $61M Net revenue of $17M decreased 12.1% YoY 14% YoY reduction in operating expenses Louisville, CO May 12, 2023 - (TSX:CWEB, OTCQX:CWBHF), Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”), the market leader in full spectrum hemp extract wellness products, today reported financial results for t |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56364 Charlotte' |
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| May 12, 2023 |
700 Tech Court Louisville, CO 80027 VIA EDGAR May 12, 2023 United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N. |
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| May 12, 2023 |
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): May 12, 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) |
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| May 3, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) Charlotte’s Web Holdings, Inc. |
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| May 3, 2023 |
As filed with the U.S. Securities and Exchange Commission on May 3, 2023 As filed with the U.S. Securities and Exchange Commission on May 3, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Charlotte's Web Holdings, Inc. (Exact name of registrant as specified in its charter) British Columbia 98-1508633 (State or other jurisdiction of incorporation or organ |
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| April 28, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Sta |
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| April 7, 2023 |
Financial Statements and Exhibits, Other Events 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 6, 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 |
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| April 7, 2023 |
Exhibit 99.1 Charlotte's Web forms Joint Venture with BAT and AJNA BioSciences to Seek FDA-Approval for Proprietary Full Spectrum Hemp Extract Botanical Drug BAT acquires 20% stake for US$10 million, with Charlotte's Web and AJNA each owning 40% Renowned neurologist Dr. Orrin Devinsky, Chief Medical Advisor for AJNA, to lead the project DENVER – April 6, 2023 – (TSX:CWEB, OTCQX:CWBHF), Charlotte’s |
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| April 3, 2023 |
Exhibit 99.1 March 30, 2023 VIA E-Mail Jessica Saxton [* * *] RE: Amendment to Offer of Employment with Charlotte’s Web Holdings, Inc. Dear Jessica, This letter serves as an amendment (“Amendment”) to your offer of employment from Charlotte’s Web Holdings, Inc. Provided that you timely sign and return a copy of this Amendment to me, this Amendment shall be effective as of March 10, 2023. Except as |
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| April 3, 2023 |
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): March 30, 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 Incorporatio |
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| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56364 Charlotte's Web |
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| March 23, 2023 |
EX-99.1 2 ex991.htm PRESS RELEASE DATED MARCH 23, 2023 Exhibit 99.1 Charlotte’s Web Reports 2022 Fourth Quarter And Year-End Financial Results 28% reduction in 12-month operating expenses Net cash of $67M at December 31, 2022 Louisville, CO March 23, 2023 - (TSX:CWEB, OTCQX:CWBHF), Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”), the market leader in full spectrum hemp extract |
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| March 23, 2023 |
EXHIBIT 10.30 Subscription Agreement October 11, 2022 THE OFFER AND SALE OF THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PER |
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| March 23, 2023 |
Exhibit 21.1 Charlotte’s Web Holdings, Inc. Subsidiaries •Charlotte’s Web, Inc. (Delaware) •Abacus Products, Inc. (British Columbia) •Abacus Health Products, Inc. (Delaware) •Abacus Wellness, Inc. (Delaware) •CBD Pharmaceuticals, Ltd. (Israel) |
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| March 23, 2023 |
Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following is a description of the common shares of Charlotte’s Web Holdings, Inc. (the “Company”, “we” “our” or “us”) based on the terms and provisions of the Company’s notice of articles and articles, as amended (the “Articles”), which are included as Exhibits 3.1 and 3.2 to our most recent Annual Report on Form 10-K filed with the U.S. Securities and |
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| March 23, 2023 |
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): March 23, 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 Incorporatio |
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| March 23, 2023 |
Exhibit 10.31 EXECUTION VERSION PROMOTIONAL RIGHTS AGREEMENT This PROMOTIONAL RIGHTS AGREEMENT (this “Agreement”) is between MLB Advanced Media, L.P. (“MLBAM” or “Licensor”), on its own behalf and on behalf of Major League Baseball Properties, Inc. (“MLBP”), the Office of the Commissioner of Baseball (“BOC”), The MLB Network, LLC (“MLBN”) and the Major League Baseball Clubs (each a “Club,” and col |
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| March 23, 2023 |
Exhibit 10.25 [* * *] BRAND LICENSE AND OPTION AGREEMENT This [* * *] Brand License and Option Agreement (this “Agreement”) is entered into as of January 5, 2023 (the “Effective Date”), by and between JMS Brands LLC, a limited liability company organized and existing under the laws of the State of Colorado and any predecessor in interest (“Licensor”), and Charlotte’s Web, Inc., a corporation organ |
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| March 15, 2023 |
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): March 14, 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 Incorporatio |
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| March 15, 2023 |
Charlotte’s Web Appoints Jonathan P. Atwood to its Board of Directors Exhibit 99.1 Charlotte’s Web Appoints Jonathan P. Atwood to its Board of Directors DENVER March 14, 2023 – (TSX:CWEB, OTCQX:CWBHF) Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”), the market leader in cannabidiol (“CBD”) hemp extract wellness products is pleased to announce the appointment of Mr. Jonathan P. Atwood to the Company’s board of directors (the “Board”). Mr. Atwood b |
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| February 22, 2023 |
Exhibit 99.1 EXTENSION AND Fifth AMENDING AGREEMENT TO NAME AND LIKENESS AND LICENSE AGREEMENT This Extension and Fifth Amending Agreement to Name and Likeness and License Agreement (this “Extension Agreement”) is made to effective as of February 17, 2023 (“Effective Date”), by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company (“Licensor”) |
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| February 22, 2023 |
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): February 17, 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 Incorpora |
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| December 22, 2022 |
Exhibit 10.1 December 7, 2022 Jessica Saxton Sent Via Email Re: Offer of Employment Dear Jessica: Charlotte?s Web, Inc. (?Company?) is pleased to offer a promotion to work in the full-time position of Chief Financial Officer. This position is exempt and reports directly to Jacques Tortoroli. Your start date will be January 1, 2023. Compensation and Benefits Base Compensation: Should you decide to |
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| December 22, 2022 |
Exhibit 99.1 Charlotte?s Web Appoints Jessica Saxton as Chief Financial Officer Bringing Financial Experience in CPG Markets DENVER, December 19, 2022 - Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company") (TSX:CWEB, OTCQX:CWBHF), the market leader in hemp CBD extract products, is pleased to announce that Jessica Saxton has joined the Company as Chief Financial Officer (CFO) effecti |
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| December 22, 2022 |
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 19, 2022 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 Incorpora |
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| December 7, 2022 |
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 6, 2022 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 Incorporat |
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| December 7, 2022 |
EX-99.1 2 ex991.htm NEWS RELEASE DATED DECEMBER 7, 2022 Exhibit 99.1 Charlotte’s Web Appoints Digital Marketing Executive, Alicia Morga, to Board of Directors Bringing digital transformation and e-commerce expertise with a background in legal, venture capital and private equity DENVER, December 7, 2022 - Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company") (TSX:CWEB, OTCQX:CWBHF), t |
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| November 23, 2022 |
Exhibit 99.1 Joint Filing Agreement This JOINT FILING AGREEMENT, dated as of November 23, 2022, is between BT DE Investments Inc. and British American Tobacco p.l.c. (together, the ?Joint Filers?). In accordance with Rule 13(d)-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), each of the Joint Filers hereby agrees to the joint filing of a Statement on Sc |
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| November 23, 2022 |
Execution Version Exhibit 10.3 INVESTOR RIGHTS AGREEMENT between BT DE INVESTMENTS INC. and CHARLOTTE?S WEB HOLDINGS, INC. NOVEMBER 14, 2022 [Certain information indicated by [***] has been excluded from this Exhibit 10.3 because it is private or confidential and not material.] TABLE OF CONTENTS Article 1 DEFINITIONS AND INTERPRETATION Section 1.1 Definitions. 1 Section 1.2 Gender and Number. 8 Se |
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| November 23, 2022 |
Execution Version Exhibit 10.1 SUBSCRIPTION AGREEMENT between BT DE INVESTMENTS INC. and CHARLOTTE?S WEB HOLDINGS, INC. NOVEMBER 14, 2022 [Certain information indicated by [***] has been excluded from this Exhibit 10.1 because it is private or confidential and not material.] TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERPRETATION Section 1.1 Definitions. 1 Section 1.2 Gender and Number. 12 Sect |
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| November 23, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 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 Incorpo |
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| November 23, 2022 |
CA:CWEB / Charlottes Web Holdings Inc / BT DE Investments Inc. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Charlotte?s Web Holdings, Inc. (Name of Issuer) Common shares, no par value (Title of Class of Securities) 16106R109 (CUSIP Number) Matthew R. Triplett BT DE Investments Inc. 103 Foulk Road, Suite 111 Wilmington, Delaware 19803 (302) 656-1950 With a copy t |
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| November 23, 2022 |
Exhibit 10.2 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY NOR THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS SECURITY BEFORE MARCH 15, 2023. THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDE |
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| November 15, 2022 |
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): November 14, 2022 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 Incorpora |
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| November 15, 2022 |
Exhibit 99.1 Charlotte’s Web Announces US$56.8 Million Investment from BAT Investment Will Help Drive Growth and Deepen R&D DENVER – November 15, 2022 – (TSX:CWEB) (OTCQX:CWBHF) Charlotte’s Web Holdings, Inc. (“Charlotte’s Web,” or the “Company”) the market leader in hemp-derived cannabidiol (“CBD”) wellness products, today announced a US$56.8 million investment (the “Investment”) from a subsidiar |
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| November 14, 2022 |
Exhibit 99.1 Charlotte?s Web Reports 2022 Third Quarter Financial Results Operating Expenses improved 38% Cash increase over Q2 of 2022 DENVER - November 14, 2022- (TSX:CWEB, OTCQX:CWBHF), Charlotte?s Web Holdings, Inc. (?Charlotte?s Web? or the ?Company?), the market leader in full-spectrum hemp extract wellness products, today reported financial results for the third quarter ended September 30, |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56364 Charlo |
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| November 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 14, 2022 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 Incorpora |
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| November 4, 2022 |
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): November 1, 2022 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 Incorporat |
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| November 4, 2022 |
Exhibit 99.1 PRESS RELEASE Charlotte's Web Enters Strategic Alliance with Tilray for Manufacturing and Distribution in Canada Charlotte’s Web proprietary full spectrum hemp CBD products available across Canada in 2023 DENVER and LEAMINGTON, ON Nov 2, 2022 - (TSX:CWEB, OTCQX:CWBHF) Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”), the market leader in cannabidiol (“CBD”) hemp ext |
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| November 4, 2022 |
Exhibit 10.1 MANUFACTURING AND SALES LICENSE AGREEMENT This Manufacturing and Sales License Agreement (this “Agreement”) is entered into and made effective as of October 31, 2022 (the “Effective Date”), by and between Aphria, Inc., an Ontario corporation (the “Company”) with a registered office at 98 Talbot St. W., Leamington, ON N8H 1M8, and Charlotte’s Web, Inc., a Delaware, USA corporation head |
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| October 12, 2022 |
Exhibit 99.1 Major League Baseball and Pioneering CBD Brand Charlotte?s Web Strike Groundbreaking Deal **Major League Baseball and Charlotte?s Web form first CBD sponsorship with a major pro sports league** DENVER, October 12, 2022 - (TSX: CWEB) (OTCQX: CWBHF) Charlotte's Web Holdings, Inc. ("Charlotte's Web," "CW" or the "Company"), the market leader in hemp-derived CBD products, today jointly an |
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| October 12, 2022 |
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): October 11, 2022 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 Incorporat |
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| October 4, 2022 |
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): September 30, 2022 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 Incorpor |
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| October 4, 2022 |
Exhibit 10.1 EXTENSION AND FOURTH AMENDING AGREEMENT TO NAME AND LIKENESS AND LICENSE AGREEMENT This Extension and Fourth Amending Agreement to Name and Likeness and License Agreement (this ?Extension ?Agreement?) is made to effective as of September 30, 2022 (?Effective Date?), by and between Leeland ?& Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company ??(?Licenso |
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| September 2, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): August 31, 2022 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 Incorporati |
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| September 2, 2022 |
Exhibit 10.1 EXTENSION AND THIRD AMENDING AGREEMENT TO NAME AND LIKENESS AND LICENSE AGREEMENT This Extension and Third Amending Agreement to Name and Likeness and License Agreement (this ?Extension ?Agreement?) is made to effective as of August 31, 2022 (?Effective Date?), by and between Leeland ?& Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company ??(?Licensor?), |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 9, 2022 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 Incorporatio |
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| August 9, 2022 |
Exhibit 99.1 Charlotte’s Web Delivers Operating Improvements on Lower Revenue in Second Quarter of 2022 Operating Expenses improved 31.5% Cash increase over Q1 of 2022 DENVER – August 9, 2022 – (TSX:CWEB, OTCQX:CWBHF), Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”), the market leader in full-spectrum hemp extract wellness products, today reported financial results for the seco |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56364 Charlotte's |
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| August 4, 2022 |
Exhibit 10.1 EXTENSION AND SECOND AMENDING AGREEMENT TO NAME AND LIKENESS AND LICENSE AGREEMENT This Extension and Second Amending Agreement to Name and Likeness and License Agreement (this ?Extension ?Agreement?) is made to effective as of July 31, 2022 (?Effective Date?), by and between Leeland ?& Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company ??(?Licensor?), |
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| August 4, 2022 |
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): July 31, 2022 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 |
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| August 4, 2022 |
Exhibit 10.2 August 2, 2022 Via E-Mail Jacques Tortoroli [***] Re: Amendment to Offer of Employment with Charlotte?s Web Holdings, Inc. Dear Jacques, This letter serves as an amendment (?Amendment?) to your offer of employment from Charlotte?s Web Holdings, Inc. (the ?Company?), dated December 16, 2021 (the ?Offer Letter?). Provided that you timely sign and return a copy of this Amendment to me, t |
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| July 27, 2022 |
Termination of a Material Definitive Agreement 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): July 27, 2022 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 |
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| June 24, 2022 |
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): June 22, 2022 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 |
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| June 24, 2022 |
Charlotte's Web Announces Shareholder Meeting Voting Results Exhibit 99.1 News Release Charlotte's Web Announces Shareholder Meeting Voting Results DENVER, CO. ? June 23, 2022 - (TSX:CWEB) (OTCQX:CWBHF) Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company") is pleased to announce the results from its 2022 annual general meeting of shareholders held on June 22, 2022 via live audio webcast (the "Meeting"). Each of the matters voted upon at the Me |
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| June 21, 2022 |
Exhibit 10.1 Employment Agreement This Agreement (the ?Agreement?) is made and entered into as of June 19th 2022 (the ?Effective Date?) by and between Gregory A. Gould a resident of Colorado (the ?Employee?), and Charlotte?s Web, Inc., a Delaware corporation, with principal place of business at 1801 California St, Suite 4800 Denver, Colorado 80202 (the ?Company?). WHEREAS, the Company desires to e |
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| June 21, 2022 |
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): June 15, 2022 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 |
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| June 21, 2022 |
Charlotte’s Web Appoints Greg Gould Chief Financial Officer and Chief Administration Officer Exhibit 99.1 PRESS RELEASE Charlotte’s Web Appoints Greg Gould Chief Financial Officer and Chief Administration Officer DENVER June 20, 2022 - (TSX:CWEB, OTCQX:CWBHF) Charlotte’s Web Holdings, Inc., (“Charlotte’s Web” or the “Company”), the market leader in full-spectrum cannabidiol (“CBD”) hemp extract wellness products, has appointed Greg Gould as the Company’s Chief Financial Officer and Chief |
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| June 6, 2022 |
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): June 6, 2022 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) |
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| June 6, 2022 |
Exhibit 10.1 June 1st, 2022 Jared Stanley Sent Via Email Re: Position Change Dear Jared: Charlotte?s Web, Inc. (?Company?) is pleased to offer a position change to work in the full-time position of Chief Operations Officer. This position is exempt and reports directly to Jacques Tortoroli ? Chief Executive Officer. Your anticipated start date is May 1st, 2022. Compensation and Benefits Base Compen |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56364 Charlotte' |
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| May 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 16, 2022 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) |
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| May 16, 2022 |
Exhibit 99.1 PRESS RELEASE Charlotte?s Web Delivers Operating Improvements on Lower Revenue in First Quarter of 2022 Revenue decrease largely due to lower eCommerce traffic 14.4% reduction in Operating Expenses Significant improvements in Operating Cash Flow EBITDA(1) improved by $3.5 million DENVER ? May 16, 2022 ? (TSX:CWEB, OTCQX:CWBHF), Charlotte?s Web Holdings, Inc. (?Charlotte?s Web? or the |
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| April 29, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 28, 2022 |
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 28, 2022 (April 25, 2022) Charlotte?s Web Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) British Columbia 000-56364 98-1508633 (State or Other Jurisdictio |
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| April 26, 2022 |
Charlotte’s Web Announces Management Appointments in Finance and Operations Exhibit 99.1 PRESS RELEASE Charlotte?s Web Announces Management Appointments in Finance and Operations DENVER April 25, 2022 - (TSX:CWEB, OTCQX:CWBHF) Charlotte?s Web Holdings, Inc., (?Charlotte?s Web? or the ?Company?), the market leader in full-spectrum cannabidiol (?CBD?) hemp extract wellness products, today announced management changes in finance and operations. Charlotte?s Web Board of Direc |
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| April 26, 2022 |
Financial Statements and Exhibits, Other Events 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 25, 2022 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 Incorporatio |
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| March 30, 2022 |
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): March 30, 2022 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 incorporatio |
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| March 24, 2022 |
Amendment to Secured Promissory Note between Jesse Stanley and the Master and a Exhibit 10.36 WAIVER AND FIRST AMENDMENT TO SECURED PROMISSORY NOTE among JESSE STANLEY and the MASTER AND A HOUND IRREVOCABLE TRUST as Borrower - and - CHARLOTTE?S WEB HOLDINGS, INC. as Lender March 22, 2022 CAN: 39949842.3 WAIVER AND FIRST AMENDMENT TO SECURED PROMISSORY NOTE THIS WAIVER AND FIRST AMENDMENT TO SECURED PROMISSORY NOTE dated as of March 22, 2022 (this ?Agreement?) is among each of |
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| March 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended 12/31/2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56364 Charlotte's Web Holdin |
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| March 24, 2022 |
, dated June 28, 2021 and February 3, 2022 Exhibit 10.35 02/03/2022 Andres de Gortari Sent Via Email Re: Promotion Dear Andres: Charlottes Web, Inc. (Company) is pleased to extend to you this promotion to work in the full-time position of Chief Accounting Officer. This position is exempt and reports directly to Wes Booysen - Chief Financial and Operating Officer Your anticipated start date will be 02/01/2022. Compensation and Benefits Base |
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| March 24, 2022 |
Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK The following is a description of the common shares of Charlotte?s Web Holdings, Inc. (the ?Company?, ?we? ?our? or ?us?) based on the terms and provisions of the Company?s notice of articles and articles, as amended (the ?Articles?), which are included as Exhibits 3.1 and 3.2 to our most recent Annual Report on Form 10-K filed with the U.S. Securities and |
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| March 24, 2022 |
Charlotte’s Web Reports 2021 Fourth Quarter and Year-End Financial Results Exhibit 99.1 Charlotte?s Web Reports 2021 Fourth Quarter and Year-End Financial Results ?2021 Revenue grew 1% to $96.1M ?Adjusted EBITDA1 Loss improved $5M to ($18.6M) ?$19.5M cash at December 31, 2021 DENVER - March 24, 2022 ? (TSX:CWEB, OTCQX:CWBHF), Charlotte?s Web Holdings, Inc. (?Charlotte?s Web? or the ?Company?), the market leader in full spectrum hemp extract wellness products, today repor |
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| March 24, 2022 |
Exhibit 21.1 Charlotte?s Web Holdings, Inc. Subsidiaries ?Charlotte?s Web, Inc. (Delaware) ?Abacus Products, Inc. (British Columbia) ?Abacus Health Products, Inc. (Delaware) ?Abacus Wellness, Inc. (Delaware) ?CBD Pharmaceuticals, Ltd. (Israel) |
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| March 24, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 24, 2022 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 incorporatio |
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| February 25, 2022 |
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): February 21, 2022 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 incorpora |
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| February 7, 2022 |
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): February 1, 2022 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 incorporat |
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| January 25, 2022 |
Exhibit 10.34 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. December 16, 2021 Via E-mail Jacques Tortoroli *** Re: Offer of Employment with Charlotte?s Web Holdings, Inc. Dear Jacques, We are very pleased to extend to you this offer of employment for the position of Chief Executive Officer |
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| January 25, 2022 |
As filed with the Securities and Exchange Commission on January 25, 2022 As filed with the Securities and Exchange Commission on January 25, 2022 Registration No. |
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| January 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CHARLOTTE?S WEB HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia 98-1508633 (State or other jurisdiction of incorporation or organization) (I.R.S |
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| January 25, 2022 |
Exhibit 10.17.1 CHARLOTTE?S WEB HOLDINGS, INC. 2018 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD Charlotte?s Web Holdings, Inc. (the ?Company?) has granted you an award (the ?Award?) of Restricted Stock Units (the ?Units?) under the Charlotte?s Web Holdings, Inc. 2018 Long-Term Incentive Plan (the ?Plan?). Each Unit represents the right to receive one Common Share if, and to the extent, th |
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| January 24, 2022 |
Troutman Pepper Hamilton Sanders LLP Troutman Pepper Hamilton Sanders LLP 401 9th Street, NW, Suite 1000 Washington, DC 20004 Thomas M. |
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| January 18, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Charlotte?s Web Gummies Launching at GNC Locations Across 24 States Includes full spectrum hemp CBD formulations for Sleep, Calm, Recovery, Immunity, Daily Wellness, and THC-Free? DENVER - January 18, 2022 - (TSX:CWEB) (OTCQX:CWBHF) Charlotte?s Web Holdings, Inc. (?Charlotte?s Web,? or the ?Company?), the market leader in full spectrum hemp extract products, toda |
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| January 18, 2022 |
Financial Statements and Exhibits, Other Events 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): January 18, 2022 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 incorporat |
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| January 12, 2022 |
Financial Statements and Exhibits, Other Events 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): January 12, 2022 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 incorporat |
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| January 12, 2022 |
Charlotte’s Web Reorganizes for Agility, Growth, and Cash Generation Exhibit 99.1 FOR IMMEDIATE RELEASE Charlotte?s Web Reorganizes for Agility, Growth, and Cash Generation DENVER ? January 12, 2022 (TSX: CWEB) (OTCQX: CWBHF) Charlotte's Web Holdings, Inc. ("Charlotte's Web," ?CW? or the "Company"), the market leader and manufacturer of The World?s Most Trusted Hemp Extract?, has completed a reorganization to drive agility and growth as the Company prepares to laun |
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| January 11, 2022 |
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): January 5, 2022 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 incorporati |
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| January 4, 2022 |
CWB Holdings, Inc. Amendment No.1 to 2015 Stock Option Plan ? Exhibit 99.2 cwb Holdings, inc. Amendment No. 1 to 2015 stock option Plan ? June 29, 2018 ? WHEREAS, CWB Holdings, Inc. (the ?Company?) is the sponsor of the CWB Holdings, Inc. 2015 Stock Option Plan (the ?Plan?); and ? WHEREAS, the Company desires to make a clarifying amendment to the Plan to provide for clearer adjustment provisions in connection with corporate transactions; ? WHEREAS, pursuan |
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| January 4, 2022 |
As filed with the Securities and Exchange Commission on January 4, 2022 Registration No. |
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| December 22, 2021 |
EX-10.16(1) 6 tm2135857d1ex10d16-1.htm EXHIBIT 10.16.1 Exhibit 10.16.1 CHARLOTTE’S WEB HOLDINGS, INC. 2018 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD Charlotte’s Web Holdings, Inc. (the “Company”) has granted you an award of Restricted Stock (the “Award”) under the Charlotte’s Web Holdings, Inc. 2018 Long-Term Incentive Plan (the “Plan”). Each Award represents the right to receive one Common |
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| December 22, 2021 |
Exhibit 10.7 LEASE OF SPACE SINGLE-STORY OFFICE SUMMARY OF BASIC LEASE TERMS 1. Tenant: Charlotte's Web, Inc. . 2. Project/Building: (a) Project Name: Louisville Corporate Campus at CTC (b) Approximate Total Building Floor Area: 136,610 square feet 3. Demised Premises: (a) Approximate Total Floor Area: 136,610 square feet (b) Address: The Building located at 700 Tech Court, Louisville, Colorado 80 |
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| December 22, 2021 |
Troutman Pepper Hamilton Sanders LLP Troutman Pepper Hamilton Sanders LLP 401 9th Street, NW, Suite 1000 Washington, DC 20004 Thomas M. |
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| December 22, 2021 |
*† Base salary information for Jacques Tortoroli Exhibit 10.34 Base Salary Information for Jacques Tortoroli In connection with Jacques Tortoroli?s appointment as Chief Executive Officer of Charlotte?s Web Holdings, Inc. effective December 16, 2021, Mr. Tortoroli will receive a base salary of $425,000 per year. |
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| December 22, 2021 |
EX-3.2 2 tm2135857d1ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 NOTICE OF ARTICLES BC Benefit Company - Business Corporations Act Charlotte'S Web Holdings, Inc. Incorporation Number: BC1164820 CERTIFIED COPY Issued Date and Time: November 10, 2021 at 12:00 am Pacific time of a document filed with the Province of British Columbia Recognition Date and Time: May 18, 2018 at 3:31 am Pacific time Registrar of Co |
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| December 22, 2021 |
EX-10.18(1) 7 tm2135857d1ex10d18-1.htm EXHIBIT 10.18.1 Exhibit 10.18.1 CHARLOTTE’S WEB HOLDINGS, INC. 2018 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD Charlotte’s Web Holdings, Inc. (the “Company”) has granted you a Nonqualified Stock Option (the “Option”) under the Charlotte’s Web Holdings, Inc. 2018 Long-Term Incentive Plan (the “Plan”). The terms of the grant are set forth in the N |
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| December 22, 2021 |
Exhibit 10.11 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this ?Agreement?) is made as of the 11 day of May, 2021, by and between Molson Coors Beverage Company, a Delaware corporation (f/k/a Molson Coors Brewing Company, referred to herein as ?Tenant? or ?Sublandlord?), and Charlotte?s Web, Inc., a Delaware corporation Subtenant. RECITALS A.???????????BOP 1801 California Street II LLC and BPREP 18 |
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| December 22, 2021 |
Exhibit 10.12 FIRST AMENDMENT TO SUBLEASE AGREEMENT THIS FIRST AMENDMENT TO SUBLEASE AGREEMENT (this ?Amendment?) is made as of the 15 day of June, 2021, by and between Molson Coors Beverage Company, a Delaware corporation (f/k/a Molson Coors Brewing Company, referred to herein as ?Tenant? or ?Sublandlord?), and Charlotte?s Web, Inc., a Delaware corporation (?Subtenant?). RECITALS A.??????????Subl |
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| December 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CHARLOTTE?S WEB HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia 98-1508633 (State or other jurisdiction of incorporation or organization) (I.R.S |
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| November 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CHARLOTTE?S WEB HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbia 98-1508633 (State or other jurisdiction of incorporation or organization) (I.R.S. employer identifi |
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| November 5, 2021 |
Exhibit 3.1 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. These Articles are effective as of July 24, 2020 at 2:51 PM. (the date and time that the notice of alteration was filed with BC Registry Services). EXCERPT FROM MINUTES OF THE ANNUAL GENERAL AND SPECIAL MEETING (THE “MEETING”) OF THE |
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| November 5, 2021 |
EX-21.1 40 tm2126643d1ex21.htm EXHIBIT 21.1 Exhibit 21.1 Charlotte’s Web Holdings, Inc. Subsidiaries · Charlotte’s Web, Inc. (Delaware) · Abacus Products, Inc. (British Columbia) · Abacus Health Products, Inc. (Delaware) · Abacus Wellness, Inc. (Delaware) · CBD Pharmaceuticals, Ltd. (Israel) |
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| November 5, 2021 |
Exhibit 10.32 UNDERWRITING AGREEMENT June 16, 2020 Charlotte?s Web Holdings, Inc. 1600 Pearl Street, Suite 300 Boulder, CO 80302 Attention: Adrienne Elsner and Russell Hammer Ladies and Gentleman: The undersigned, Canaccord Genuity Corp. (the ?Lead Underwriter?), as lead underwriter, Cormark Securities Inc., Eight Capital and PI Financial Corp. (together with the Lead Underwriter, the ?Underwriter |
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| November 5, 2021 |
Exhibit 10.29 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective as of April 16, 2021 by and between Leeland & Sig, LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company ( |
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| November 5, 2021 |
#†+ Offer Letter from Charlotte's Web Holdings, Inc. to Tony True dated June 4, 2019. Exhibit 10.21 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. CHARLOTTE?S WEB, INC. Tony True *** Offer sent via email June 4, 2019 Dear Tony, Offer and Position We are very pleased to extend an offer of employment to you for the position of Chief Customer Officer of Charlotte?s Web, Inc. (th |
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| November 5, 2021 |
#† Confidentiality Agreement between Adrienne Elsner and Charlotte's Web Inc. dated May 15, 2019. Exhibit 10.25 CHARLOTTE’S WEB, INC. Employee Confidentiality, Non-Disclosure, Non-Compete, Invention Assignment and Conflict of Interest Agreement This Employee Confidentiality, Non-Disclosure, and Conflict of Interest Agreement (“Agreement”) is entered into by and between Charlotte’s Web, Inc. (the “Employer” or “Company”), and the undersigned (the “Employee”) as of May 15, 2019 (the “Effective D |
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| November 5, 2021 |
#† Charlotte's Web Holdings, Inc. Amended 2018 Long-Term Incentive Plan dated April 29, 2021. EX-10.15 20 tm2126643d1ex10-15.htm EXHIBIT 10.15 Exhibit 10.15 CHARLOTTE'S WEB HOLDINGS, INC. AMENDED 2018 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS 1. History; Effective Date 1 2. Purpose 1 3. Definitions 1 4. Administration 7 5. Shares 10 6. Participation 11 7. Awards 12 8. Withholding of Taxes 18 9. Transferability of Awards 18 10. Adjustments for Corporate Transactions and Other Events 19 11. |
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| November 5, 2021 |
#† CWB Holdings, Inc. 2015 Stock Option Plan dated as February 2, 2016. EX-10.13 18 tm2126643d1ex10-13.htm EXHIBIT 10.13 Exhibit 10.13 CWB HOLDINGS, INC. 2015 STOCK OPTION PLAN 1. Purposes of and Benefits Under the Plan. This 2015 Stock Option Plan (the “Plan”) is intended to encourage stock ownership by employees, consultants and directors of CWB Holdings, Inc. (the “Corporation”), so that they may acquire or increase their proprietary interest in the Co |
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| November 5, 2021 |
# Equity Distribution Agreement dated June 3, 2021. Exhibit 10.33 EQUITY DISTRIBUTION AGREEMENT June 3, 2021 Charlotte’s Web Holdings, Inc. 1600 Pearl Street, Suite 300 Boulder, CO 80302 Attention: Adrienne Elsner and Russell Hammer Ladies and Gentleman: Re: ATM Distribution Plan Canaccord Genuity Corp. (“Canaccord”) and BMO Nesbitt Burns Inc. (“BMO” and together with Canaccord, the “Agents”) understand that Charlotte’s Web Holdings, Inc. (the “Cor |
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| November 5, 2021 |
#† Confidentiality Agreement between William A. True and Charlotte's Web Inc. dated June 5, 2019. EX-10.27 32 tm2126643d1ex10-27.htm EXHIBIT 10.27 Exhibit 10.27 CHARLOTTE’S WEB, INC. Employee Confidentiality, Non-Disclosure, Non-Compete, Invention Assignment and Conflict of Interest Agreement This Employee Confidentiality, Non-Disclosure, and Conflict of Interest Agreement (“Agreement”) is entered into by and between Charlotte’s Web, Inc. (the “Employer” or “Company”), and the undersigned (the |
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| November 5, 2021 |
Exhibit 10.9 FIRST AMENDMENT TO SUBLEASE This FIRST AMENDMENT TO SUBLEASE ("Amendment") dated as of August 30, 2019 (the "Effective Date"), by and between BOULDER BRANDS USA, INC., a Delaware corporation (f/k/a GFA BRANDS, INC.) ("Sublandlord"), and CHARLOTTE'S WEB, INC., a Delaware corporation ("Subtenant"). WITNESSETH: WHEREAS, Sublandlord and Subtenant are parties to a Sublease dated as of June |
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| November 5, 2021 |
# Limited Waiver and Amendment No. 1 to JP Morgan Credit Agreement dated March 1, 2021 . EX-10.6 14 tm2126643d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 LIMITED WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT This LIMITED WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of March 1, 2021, is entered into by and among Charlotte’s Web, Inc., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Age |
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| November 5, 2021 |
Exhibit 10.4 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. J.P. Morgan CREDIT AGREEMENT dated as of March 23, 2020 among CHARLOTTE?S WEB, INC. The Lenders Party Hereto And JPMORGAN CHASE BANK, N.A. as Administrative Agent JP MORGAN CHASE BANK, N.A., as Sole Bookrunner and Sole Lead Arranger |
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| November 5, 2021 |
Exhibit 10.30 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. EXECUTION COPY SECURED PROMISSORY NOTE JESSE STANLEY and the MASTER AND A HOUND IRREVOCABLE TRUST as Borrower - and - CHARLOTTE’S WEB HOLDINGS, INC. as Lender November 13, 2020 Table of Contents Page ARTICLE 1 TERMS 2 1.1 Promise t |
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| November 5, 2021 |
*† Confidentiality Agreement between Russel Hammer and Charlotte's Web Inc. dated August 15, 2019. EX-10.26 31 tm2126643d1ex10-26.htm EXHIBIT 10.26 Exhibit 10.26 CHARLOTTE’S WEB, INC. Employee Confidentiality, Non-Disclosure, Non-Compete, Invention Assignment and Conflict of Interest Agreement This Employee Confidentiality, Non-Disclosure, and Conflict of Interest Agreement (“Agreement”) is entered into by and between Charlotte’s Web, Inc. (the “Employer” or “Company”), and the undersigned (the |
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| November 5, 2021 |
EX-2.2 3 tm2126643d1ex2-2.htm EXHIBIT 2.2 Exhibit 2.2 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. EXECUTION VERSION ARRANGEMENT AGREEMENT BETWEEN ABACUS HEALTH PRODUCTS, INC. AND CHARLOTTE’S WEB HOLDINGS, INC. March 22, 2020 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 2 Section 1.1 Define |
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| November 5, 2021 |
#+ Sublease made as of May 31, 2019 between Boulder Brands USA, Inc. and Charlotte’s Web, Inc. EX-10.8 15 tm2126643d1ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. SUBLEASE THIS SUBLEASE (“Sublease”) is made and entered into as of May 31, 2019 (the “Effective Date”), by and between BOULDER BRANDS USA, INC., J Delaware corporation (f/k/a GFA BRANDS, |
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| November 5, 2021 |
EX-10.3 11 tm2126643d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Certain identified information has been excluded from the exhibit pursuant to Items 601(a)(6)and 601(b)(10)(iv) of Regulation S-K. Redacted information is indicated by: ***. EXECUTION VERSION OPTION PURCHASE AGREEMENT AMONG CHARLOTTE'S WEB HOLDINGS, INC. AND STANLEY BROTHERS USA HOLDINGS, INC. AND THE PERSONS LISTED IN SCHEDULE A TO THIS A |
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| November 5, 2021 |
#†+ Offer Letter from Charlotte's Web Holdings, Inc. to Adrienne Elsner dated April 26, 2019. EX-10.19 24 tm2126643d1ex10-19.htm EXHIBIT 10.19 Exhibit 10.19 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. CHARLOTTE’S WEB HOLDINGS, INC. 2425 55th Street, Suite 200 Boulder, Colorado 80301 Deanie Elsner Via email: *** April 26, 2019 Dear Deanie: Offer and Position We are very pleased to |
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| November 5, 2021 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AMONG CWB HOLDINGS, INC. A COLORADO CORPORATION CHARLOTTE’S WEB HOLDINGS, INC. A CORPORATION INCORPORATED IN BRITISH COLUMBIA AND STANLEY BROTHERS, INC. A DELAWARE CORPORATION This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of the 30th day of July, 2018 is made by and among CWB Holdings, Inc., a Colorado corporation (“CWB”), Charlotte’s Web H |
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| November 5, 2021 |
# Limited Waiver to JP Morgan Credit Agreement, dated as of November 10, 2020. Exhibit 10.5 LIMITED WAIVER TO CREDIT AGREEMENT This LIMITED WAIVER TO CREDIT AGREEMENT (this “Agreement”) dated as of November 10 2020, is entered into by and among Charlotte’s Web, Inc., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent. RECITALS: WHEREAS, the Borrower, the Loan Parties party thereto, the Lenders pa |
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| November 5, 2021 |
Exhibit 10.23 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. TRANSITION EMPLOYMENT AGREEMENT AND RELEASE OF ALL CLAIMS Russell Hammer, a resident of the State of Florida (?Employee?) and Charlotte?s Web, Inc., a Colorado corporation, with principal place of business at 1801 California Street |
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| November 5, 2021 |
#† Form of Nonqualified Stock Option Award to the 2018 Long-Term Incentive Plan. EX-10.18 23 tm2126643d1ex10-18.htm EXHIBIT 10.18 Exhibit 10.18 CHARLOTTE’S WEB HOLDINGS, INC. 2018 LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD Charlotte’s Web Holdings, Inc. (the “Company”) has granted you a Nonqualified Stock Option (the “Option”) under the Charlotte’s Web Holdings, Inc. 2018 Long-Term Incentive Plan (the “Plan”). The terms of the grant are set forth in the Nonqualif |
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| November 5, 2021 |
# Sublease made as of May 12, 2021 by and among Charlotte’s Web, Inc. and Outside Interactive, Inc. EX-10.10 17 tm2126643d1ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 SUBLEASE THIS SUBLEASE ("Sublease") is made and entered into as of May 12th, 2021 (the "Effective Date"), by and among and CHARLOTTE'S WEB, INC., a Delaware corporation ("Sublandlord"), and Outside Interactive, Inc., a Delaware corporation (“Subtenant”) WHEREAS, Boulder Brands USA, Inc., a Delaware corporation (f/da GFA Brands, Inc.) ( |
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| November 5, 2021 |
EX-10.1 9 tm2126643d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 NAME AND LIKENESS AND LICENSE AGREEMENT This Name and Likeness and License Agreement (this “Agreement”) is made to effective as of August 1, 2018 (“Effective Date”), by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company, (“Licensor”), CWB Holdings, Inc., a Colorado corporation (“CWB”), a |
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| November 5, 2021 |
Exhibit 4.3 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. CHARLOTTE’S WEB HOLDINGS, INC. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of June 18, 2020 TABLE OF CONTENTS Article 1 INTERPRETATION 1 1.1 Definit |
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| November 5, 2021 |
EX-3.2 5 tm2126643d1ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 NOTICE OF ARTICLES BC Benefit Company - Business Corporations Act Charlotte's Web Holdings, Inc. Incorporation Number: BC1164820 CERTIFIED COPY Issued Date and Time: June 28, 2021 at 12:00 am Pacific time of a document filed with the Province of British Columbia Recognition Date and Time: May 18, 2018 at 3:31 am Pacific time Registrar of Compan |
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| November 5, 2021 |
# Letter of MNP LLP regarding change in certifying accountant dated November 4, 2021. Exhibit 16.1 November 4, 2021 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We, MNP LLP (?MNP?), were previously the auditor for Charlotte's Web Holdings, Inc. (the "Company") and, under the date of March 28, 2019, we reported on the consolidated financial statements of the Company as of and for the year ended December 31, 2018. MNP was dismissed as the Company?s |
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| November 5, 2021 |
#†+ Form of Director’s Service Agreement, with Form of Director’s Indemnification Agreement. Exhibit 10.28 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. Director’s Services Agreement This DIRECTOR’S SERVICES AGREEMENT (this “Agreement”) is made as of this day of , 2020. BETWEEN: CHARLOTTE’S WEB HOLDINGS, INC. a body corporate duly incorporated pursuant to the laws of British Columb |
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| November 5, 2021 |
#† Employment Agreement between Wessel Booysen and Charlotte's Web Inc. dated June 14, 2021 Exhibit 10.24 Employment Agreement This Agreement (the ?Agreement?) is made and entered into as of June 14th 2021 (the ?Effective Date?) by and between Wessel Booysen a resident of Colorado (the ?Employee?), and Charlotte?s Web, Inc., a Delaware corporation, with principal place of business at 1801 California St, Suite 4800 Denver, Colorado 80202 (the ?Company?). WHEREAS, the Company desires to em |
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| November 5, 2021 |
EX-10.22 27 tm2126643d1ex10-22.htm EXHIBIT 10.22 Exhibit 10.22 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. PRIVILEGED & CONFIDENTIAL Deanie Elsner *** RE: Amendment to Offer Letter Dear Deanie: This letter agreement (this “Letter Agreement”) confirms our agreement regarding your employmen |
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| November 5, 2021 |
EX-10.20 25 tm2126643d1ex10-20.htm EXHIBIT 10.20 Exhibit 10.20 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. CHARLOTTE'S WEB HOLDINGS, INC. Russell Hammer *** Via email: *** August 15, 2019 Dear Russ: I am pleased to extend an offer of employment to you for the position of Senior Vice Presi |
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| November 5, 2021 |
#† Form of Restricted Stock Award Agreement for Directors to the 2018 Long Term Incentive Plan. Exhibit 10.17 CHARLOTTE?S WEB HOLDINGS, INC. 2018 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD Charlotte?s Web Holdings, Inc. (the ?Company?) has granted you an award of Restricted Stock (the ?Award?) under the Charlotte?s Web Holdings, Inc. 2018 Long-Term Incentive Plan (the ?Plan?). The terms of the grant are set forth in the Restricted Stock Award Agreement attached hereto (the ?Agreement?). |
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| November 5, 2021 |
EX-4.2 7 tm2126643d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. CHARLOTTE’S WEB HOLDINGS, INC. - and - ABACUS HEALTH PRODUCTS, INC. - and - ODYSSEY TRUST COMPANY SUPPLEMENTAL WARRANT INDENTURE June 11, 2020 Certain identified information has been excluded |
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| November 5, 2021 |
EX-4.1 6 tm2126643d1ex4-1.htm EXHIBIT 4.1 Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***. Exhibit 4.1 CHARLOTTE’S WEB HOLDINGS, INC. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of December 3, 2019 TABLE OF CO |
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| November 5, 2021 |
Exhibit 10.2 AMENDING AGREEMENT TO NAME AND LIKENESS AND LICENSE AGREEMENT This Amending Agreement to the Name and Likeness and License Agreement (this "Amending Agreement") is made to effective as of April 16, 2021 ("Effective Date"), by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company ("Licensor"), Charlotte's Web, Inc., a Delaware corporat |
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| November 5, 2021 |
EX-10.31 36 tm2126643d1ex10-31.htm EXHIBIT 10.31 Exhibit 10.31 AMENDED AND RESTATED UNDERWRITING AGREEMENT November 25, 2019 Charlotte’s Web Holdings, Inc. 1600 Pearl Street, Suite 300 Boulder, CO 80302 Attention: Adrienne Elsner and Russell Hammer Ladies and Gentleman: The undersigned, Canaccord Genuity Corp. (the “Lead Underwriter”), as lead underwriter, Cormark Securities Inc., Eight Capital an |
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| November 5, 2021 |
#† Form of Restricted Stock Award Agreement for Employees to the 2018 Long Term Incentive Plan. EX-10.16 21 tm2126643d1ex10-16.htm EXHIBIT 10.16 Exhibit 10.16 CHARLOTTE’S WEB HOLDINGS, INC. 2018 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD Charlotte’s Web Holdings, Inc. (the “Company”) has granted you an award of Restricted Stock (the “Award”) under the Charlotte’s Web Holdings, Inc. 2018 Long-Term Incentive Plan (the “Plan”). The terms of the grant are set forth in the Restricted Stock A |
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| November 5, 2021 |
#† Charlotte's Web Holdings, Inc. 2018 Long-Term Incentive Plan dated August 23, 2018. Exhibit 10.14 CHARLOTTE'S WEB HOLDINGS, INC. 2018 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS 1. History; Effective Date 1 2. Purpose 1 3. Definitions 1 4. Administration 7 5. Shares 10 6. Participation 11 7. Awards 11 8. Withholding of Taxes 17 9. Transferability of Awards 18 10. Adjustments for Corporate Transactions and Other Events 18 11. Change in Control Provisions 20 12. Substitution of Awar |
