Item 1.01 Entry into a Material Definitive Agreement.
On January 19, 2021, Charlie's Holdings, Inc. (the "Company"), executed into
that certain Amendment No. 5 to Secured Promissory Note and Security Agreement
(the "Amended Note"), by and between the Company and Red Beard Holdings, LLC
("Red Beard") dated April 8, 2020, and amended on August 27, 2020, September 30,
2020, October 29, 2020, and December 1, 2020. The Amended Note is retroactively
effective as of January 1, 2020. The terms of the Amended Note held by Red Beard
have been amended to revise the maturity date from January 1, 2021 to February
15, 2021, and the Guaranteed Minimum Interest has been increased from $125,000
to $150,000. Furthermore, Red Beard has agreed to waive certain rights upon the
occurrence of an Event of Default, as defined in the Amended Note, which was
triggered by the Company's receipt of that certain notice of default, dated
August 13, 2020, from certain holders of the Company's Series A Convertible
Preferred Stock, par value $0.001.
The foregoing description of the Amended Note does not purport to be complete,
and is qualified in its entirety by reference to the full text of the Amended
Note, attached to this Current Report on Form 8-K as Exhibit 10.1, and
incorporated by reference herein.
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