Charlotte's Web Holdings Inc.
06/03/2026 | Press release | Distributed by Public on 06/03/2026 15:15
Private Placement, Termination of Material Agreement (Form 8-K)
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Convertible Debenture and the conversion of the principal amount of, and all accrued but unpaid interest on, the Convertible Debenture is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
As described in Item 1.01 above, on May 28, 2026, the Company issued the Purchased Shares to BAT at C$0.94 per share for an aggregate of US$10,000,000, or C$13,873,000.
The Purchased Shares issued in connection with the Investment under the Subscription Agreement were not registered under the Securities Act and were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering.
As described in Item 1.01 above, on May 28, 2026, the Company issued 95,281,277 Common Shares in conversion of the principal amount of, and all accrued but unpaid interest on, the Convertible Debenture at C$0.94 per share.
The issuance of Common Shares upon conversion of the Convertible Debenture was not registered under the Securities Act and was exempt from registration pursuant to Section 3(a)(9) of the Securities Act.
Neither the Purchased Shares nor the Common Shares issued upon conversion of the Convertible Debenture were registered under the Securities Act or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
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