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Blueprint

January
21, 2020

VIA EDGAR

Mses.
Effie Simpson, Theresa Brilliant and Susan Block and Mr. John Dana
Brown

United
States Securities and Exchange Commission

Division of
Corporation Finance

100 F
Street, N.E.

Washington, D.C.
20549

Re:

Charlie's
Holdings, Inc.

Amendment
No. 2 to Registration Statement on Form S-1, Filed October 28,
2019

File
No. 333-232596

Ladies
and Gentlemen:

This
letter is submitted on behalf of Charlie’s Holdings, Inc.
(the “Company”)
in response to comments of the staff of the Office of
Transportation and Leisure (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) with respect to
Amendment No. 2 to the Company’s Registration Statement on
Form S-1 (the “Registration
Statement”), filed on October 28, 2019 as set forth in
your letter dated November 8, 2019 (the “Comment Letter”), addressed to
Brandon Stump, Chief Executive Officer of the Company. The Company
is filing Pre-Effective Amendment No. 3 to the Registration
Statement (the “S-1/A
No.3”) contemporaneously with the submission of this
letter to address the comments raised by the Staff in the Comment
Letter, as more particularly set forth below.

For
reference purposes, the Staff’s numbered comments have been
reproduced in bold herein, with responses immediately following
such comment. The responses provided herein are based upon
information provided to Disclosure Law Group, a Professional
Corporation, by the Company.

Amended Form S-1/A filed October 28, 2019

Prospectus Summary, page 2

1.

We note your response to our prior comment 1. Please revise the
last paragraph of your government regulation discussion on page 3
to specifically state the number of premarket tobacco product
applications you may have to file.

Response

The
Company respectfully acknowledges the Staff’s comment, and
advises the Staff that the Company has modified the disclosure in
the Prospectus Summary regarding government regulation of its
nicotine-based vaping products to more specifically describe the
Company’s current plans with respect to the submission of
premarket tobacco product applications (“PMTAs”) for products that are
considered Deemed Tobacco Products after May 12, 2020. Included
within the updated disclosure is a description of the services
agreement between the Company and Avail Vapor, LLC (the
“Services
Agreement”), which Services Agreement was as disclosed
in the Company’s Current Report on Form 8-K filed on December
23, 2019. The modified disclosure contained in the S-1/A No. 3
states, in part, that the Company intends to submit three PMTAs
before the expiration of the grace period, at an expected aggregate
expense of approximately $4.44 million.

Risk Factors, page 8

2.

Please add a specific risk factor related to the outbreak of lung
injury associated with the use of e-cigarette, or vaping, products.
In this regard we note that the Centers for Disease Control and
Prevention has stated that the specific compound or ingredient
causing lung injury are not yet known, and the only way to assure
that individuals are not at risk while the investigation continues
is to consider refraining from use of all e-cigarette, or vaping,
products.

Response

The
Company respectfully acknowledges the Staff’s comment, and
advises the Staff that the Company has added a new risk factor on
page 13 of the S-1/A No.3 with the heading “There is substantial concern regarding the
effect of long-term use of vaping products. Despite the recent
outbreak of vaping-related lung injuries, the medical profession
does not yet definitively know the cause of such injuries. Should
vapor products, such as the Charlie’s Products, be determined
conclusively to pose long-term health risks, including a risk of
vaping-related lung injury, our business will be negatively
impacted.” in response to the Staff’s
comment.

General

3.

We note your response to our prior comment 3, including disclosure
"that federal courts have concurrent jurisdiction over all suits
brought to enforce any duty or liability created by the Securities
Act." Please revise to clarify whether the forum selection
provision applies to actions arising under the Securities
Act.

Response

The
Company respectfully acknowledges the Staff’s comment, and
advises the Staff that the Company has revised the applicable
disclosure in the prospectus contained within the S-1/A No. 3 to
clarify that the Company does not believe that the exclusive forum
provision would apply to suits brought to enforce any duty or
liability created by the Exchange Act, the Securities Act or any
other claim for which the federal courts have exclusive
jurisdiction.

* *
*

We hope
that the foregoing has been responsive to the Staff’s
comments. If you have any questions or would like further
information regarding the foregoing, please do not hesitate to
contact me at (619) 272-7063.

Very
truly yours,

/s/ Jessica R. Sudweeks

Jessica
R. Sudweeks

Partner

Disclosure Law
Group, a Professional Corporation

cc:

Mr.
Brandon Stump

Chief
Executive Officer

Charlie’s
Holdings, Inc.

Mr.
David Allen

Chief
Financial Officer

Charlie’s
Holdings, Inc.