SEC Comment Letter for Charlie's Holdings, Inc. (CHUC) (CIK 0001134765) (CHUC) — Feb 12, 2020
Charlie's Holdings, Inc. (CHUC) (CIK 0001134765)
Date: Feb. 12, 2020 · CIK: 0001134765 · Accession: 0000000000-20-001348
AI Filing Summary & Sentiment
File numbers found in text: 333-232596
Letter
February 12, 2020 Brandon Stump Chief Executive Officer Charlie's Holdings, Inc. 1007 Brioso Drive Costa Mesa, CA 92627 Re:Charlie's Holdings, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed February 10, 2020 File No. 333-232596 Dear Mr. Stump: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 6, 2020 letter. Amended Form S-1 filed February 10, 2020 General 1.We note your response to our prior comment 2 and reissue in part. Revise on pages 18 and 83 to state whether your exclusive forum provision would apply to Securities Act claims.
FirstName LastNameBrandon Stump Comapany NameCharlie's Holdings, Inc. February 12, 2020 Page 2 FirstName LastName Brandon Stump Charlie's Holdings, Inc. February 12, 2020 Page 2 You may contact Effie Simpson at 202-551-3346 or Theresa Brillant at 202-551-3307 if you have questions regarding comments on the financial statements and related matters. Please contact Susan Block at 202-551-3210 or John Dana Brown at 202-551-3859 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
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February 12, 2020
Brandon Stump
Chief Executive Officer
Charlie's Holdings, Inc.
1007 Brioso Drive
Costa Mesa, CA 92627
Re:Charlie's Holdings, Inc.
Amendment No. 4 to
Registration Statement on Form S-1
Filed February 10, 2020
File No. 333-232596
Dear Mr. Stump:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our February 6, 2020 letter.
Amended Form S-1 filed February 10, 2020
General
1.We note your response to our prior comment 2 and reissue in part. Revise on pages 18
and 83 to state whether your exclusive forum provision would apply to Securities Act
claims.
FirstName LastNameBrandon Stump
Comapany NameCharlie's Holdings, Inc.
February 12, 2020 Page 2
FirstName LastName
Brandon Stump
Charlie's Holdings, Inc.
February 12, 2020
Page 2
You may contact Effie Simpson at 202-551-3346 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters. Please
contact Susan Block at 202-551-3210 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance