SecProbe.io

CORRESP
1
filename1.htm

Blueprint

February
10, 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. 3 to Registration Statement on Form S-1, Filed January 22,
2020

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. 3 to the Company’s Registration Statement on
Form S-1 (the “Registration
Statement”), filed on January 22, 2020 as set forth in
your letter dated February 6, 2020 (the “Comment Letter”), addressed to
Brandon Stump, Chief Executive Officer of the Company. The Company
is filing Pre-Effective Amendment No. 4 to the Registration
Statement (the “S-1/A
No.4”) 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 January 22, 2020

Prospectus Summary, page 2

1.

We note your response to our prior comment 1. Please reconcile your
statement on the first page of your prospectus summary that you
"expect the cost associated with the preparation and submission of
these PTMAs will be approximately $.4 million" with your response
to us that you intend to submit "three PMTAs before the expiration
of the grace period, at an expected aggregate expense of
approximately $4.44 million."

Response

The
Company respectfully acknowledges the Staff’s comment, and
advises the Staff that the Company has reconciled the two
statements referenced in the Staff’s comment by revising the
disclosure on pages 2 and 41 of the prospectus contained within the
S-1/A No. 4 to disclose that the Company expects the cost
associated with the preparation and submission of the contemplated
premarket tobacco product applications (“PMTAs”) will be approximately
$4.4 million.

Risk Factors

Our Amended and Restated Bylaws designate courts within the state
of Nevada as the sole and exclusive forum. . . page 18

2.

We note your response to our prior comment 3. Please revise to
clarify your understanding that federal and state courts have
concurrent jurisdiction over claims arising under the Securities
Act. Your current disclosure suggests that your exclusive forum
provision would not apply to Securities Act claims because federal
courts have exclusive jurisdiction over Securities Act claims. In
making any revision continue to state whether your exclusive forum
provision would apply to Securities Act claims.

Response

The
Company respectfully acknowledges the Staff’s comment, and
advises the Staff that the Company has revised the applicable
disclosure in the prospectus on pages 18 and 83 of the S-1/A No. 4
to disclose that the Company does not believe that the exclusive forum
provision in the Company’s Amended and Restated Bylaws would
apply to suits brought to enforce any duty or liability created by
the Exchange Act, or any other claim for which the federal courts
have exclusive jurisdiction, and that federal courts
have concurrent jurisdiction over all suits
brought to enforce any duty or liability created by the Securities
Act.

* *
*

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