Charlie’s Holdings (OTCQB:CHUC) Secures Written Consent from a Majority of Preferred Shareholders to Facilitate Up-List to National Securities Exchange and to Increase Debt Limit

COSTA MESA, CA / ACCESSWIRE / April 4, 2023 / Charlie's Holdings, Inc. (OTCQB:CHUC) ("Charlie's" or the "Company"), an industry leader in the premium vapor products space, today announced that a majority of the Company's preferred shareholders have signed a written consent to: (i) allow automatic conversion of all "Preferred A Shares" to common stock upon the Company's common stock being listed on the New York Stock Exchange or NYSE American, in addition to the Nasdaq Global Select Market, Nasdaq Global Market, or the Nasdaq Capital Market, and (ii) increase the amount of "permitted indebtedness" the Company or any of its subsidiaries may incur for monies borrowed from $2.5 million to an aggregate amount not to exceed $6.0 million in order to secure additional working capital and inventory.

"Charlie's has made great strides over the last 12-18 months in terms of both operating results and competitive strategy," explained Ryan Stump, Charlie's Co-Founder and Chief Operating Officer. "As announced January 25, 2023, the Company has begun to develop intellectual property - meant to be shared with the FDA later this year - around technologies designed to prevent youth access to nicotine vapor products. Further, Charlie's has significantly expanded its current product line, increased sales revenue, and taken bold steps in the development of new alternative alkaloid products that are slated for launch in 2023."

Henry Sicignano, Charlie's President explained, "On the heels of our progress expanding Charlie's product lines ̶ and in order to facilitate both significant increases in sales and a planned up-list to a national securities exchange ̶ management requested of, and was granted by, a majority of Charlie's Preferred Shareholders, an increase in the Company's permitted indebtedness and a resolution that the NYSE and the NYSE American be named as specified exchanges to which a Charlie's Holdings, Inc. up-list would provide for an automatic conversion of CHUC preferred stock into common stock." Sicignano continued, "We believe the Preferred Shareholder Consents bring Charlie's a giant step closer to our longer term objective of up-listing to a national securities exchange."

About Charlie's Holdings, Inc.

Charlie's Holdings, Inc. (OTCQB:CHUC) is an industry leader in the premium, vapor products space. The Company's products are sold around the world to select distributors, specialty retailers, and third-party online resellers through subsidiary companies Charlie's Chalk Dust, LLC and Don Polly, LLC. Charlie's Chalk Dust, LLC has developed an extensive portfolio of brand styles, flavor profiles, and innovative product formats. Don Polly, LLC creates innovative hemp-derived products and brands.

For additional information, please visit Charlie's corporate website at: Chuc.com and the Company's branded online websites: CharliesChalkDust.com, Pacha.co, and Pinweel.com.

Safe Harbor Statement

This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding the Company's overall business, existing and anticipated markets and expectations regarding future sales and expenses. Words such as "expect," "anticipate," "should," "believe," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "could," "intend," variations of these terms or the negative of these terms, and similar expressions, are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control. The Company's actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: the Company's ongoing ability to quote its shares on the OTCQB; whether the Company will meet the requirements to uplist to a national securities exchange in the future; the Company's ability to successfully increase sales and enter new markets; whether the Company's PMTA's will be granted marketing orders by the FDA, and the FDA's decisions with respect to the Company's future PMTA submissions; the Company's ability to manufacture and produce products for its customers; the Company's ability to formulate new products; the acceptance of existing and future products; the complexity, expense and time associated with compliance with government rules and regulations affecting nicotine, synthetic nicotine, and products containing cannabidiol; litigation risks from the use of the Company's products; risks of government regulations, including recent regulation of synthetic nicotine; the impact of competitive products; and the Company's ability to maintain and enhance its brands, as well as other risk factors included in the Company's most recent quarterly report on Form 10-Q, annual report on Form 10-K, and other SEC filings. These forward-looking statements are made as of the date of this press release and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.

Investors Contact:

IR@charliesholdings.com
Phone: 949-570-0691

SOURCE: Charlie's Holdings, Inc.