SEC Company Response from Charlie's Holdings, Inc. (CHUC) (CIK 0001134765) (CHUC) — Feb 13, 2020
Charlie's Holdings, Inc. (CHUC) (CIK 0001134765)
Date: Feb. 13, 2020 · CIK: 0001134765 · Accession: 0001654954-20-001467
AI Filing Summary & Sentiment
File numbers found in text: 333-232596
Referenced dates: February 12, 2020
Letter
Blueprint
February 13, 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.
Re:
Charlie's Holdings, Inc.
Amendment No. 4 to Registration Statement on Form S-1, Filed February 10,
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. 4 to the Company’s Registration Statement on Form S-1 (the “Registration Statement”), filed on February 10, 2020 as set forth in your letter dated February 12, 2020 (the “Comment Letter”), addressed to Brandon Stump, Chief Executive Officer of the Company. The Company is filing Pre-Effective Amendment No. 5 to the Registration Statement (the “S-1/A No.5”) 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 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.
Response
The Company respectfully acknowledges the Staff’s comment, and advises the Staff that the Company has revised the applicable disclosure on pages 18 and 83 of the prospectus contained within the S-1/A No. 5 to state 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, the Securities Act, any other claim for which the federal courts have exclusive jurisdiction or concurrent jurisdiction over 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
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CORRESP 1 filename1.htm Blueprint February 13, 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. 4 to Registration Statement on Form S-1, Filed February 10, 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. 4 to the Company’s Registration Statement on Form S-1 (the “Registration Statement”), filed on February 10, 2020 as set forth in your letter dated February 12, 2020 (the “Comment Letter”), addressed to Brandon Stump, Chief Executive Officer of the Company. The Company is filing Pre-Effective Amendment No. 5 to the Registration Statement (the “S-1/A No.5”) 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 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. Response The Company respectfully acknowledges the Staff’s comment, and advises the Staff that the Company has revised the applicable disclosure on pages 18 and 83 of the prospectus contained within the S-1/A No. 5 to state 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, the Securities Act, any other claim for which the federal courts have exclusive jurisdiction or concurrent jurisdiction over 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