- On June 4, 2026 Charlie's Stockholders overwhelmingly approved a proxy proposal to give the Board of Directors discretionary authority to initiate a reverse stock split; this measure will facilitate the Company's up-list to a national securities exchange.
- The Company is on pace to launch America's first age-gated flavored disposables in Q3.
- Current Trump Administration policy pressure on the FDA, along with stepped up regulatory enforcement, will greatly benefit Charlie's.
COSTA MESA, CA, June 08, 2026 (GLOBE NEWSWIRE) -- Charlie's Holdings, Inc. (OTCQB: CHUC) ("Charlie's" or the "Company"), an industry leader in the premium vapor products space, today released the following letter to shareholders:
Dear Fellow Shareholders,
By all measures - strategic, financial, technological, and operational - Charlie's has made outstanding progress over the last twelve months. Beyond growing sales and significantly improving the Company's liquidity and overall financial condition, we demonstrated the strategic value of our 678-sku Premarket Tobacco Application ("PMTA") portfolio through the $7.5 million sale of 16 PMTA products to one of the world's largest tobacco companies.
We launched nicotine analogue-powered SBX, a host of new disposable products, and several PACHA/Pachamama products with tangible competitive advantages in states that have enacted specific electronic nicotine delivery system ("ENDS") legislation (particularly Louisiana, Texas, Virginia, Nebraska, and California).
Additionally, for the purpose of filling select Charlie's product lines with our award-winning e-liquids, we opened a US manufacturing facility. The US-filled lines enables Charlie's to (i) mitigate shipping delays and tariff costs, (ii) meet new state-specific domestic manufacturing requirements, and (iii) produce brands that appeal, broadly, to adult consumers who prefer "Made in America" products.
Perhaps most significantly, in January 2026 we announced that Charlie's signed a definitive licensing agreement with IKE Tech LLC ("IKE") to commercialize the first-ever AI-powered blockchain-based age-gating system for age-gated disposables that can satisfy or accommodate concerns the FDA has related to under-age youth access. In Q3 2026 Charlie's plans to test-market the patented IKE age-gating system in hundreds of compliance-minded retail stores. We believe this initiative could enable Charlie's to demonstrate to the FDA that Charlie's age-gated flavored disposables are "appropriate for the protection of public health."
Such a success could enable Charlie's to realize hundreds of millions of dollars in licensing revenue and/or a transformational strategic partnership with one of the world's largest tobacco companies. Indeed, these are our primary objectives.
At the same time, we are committed to increasing shareholder liquidity and the market value of our company, as a standalone entity, by up-listing to a national securities exchange. In pursuit of this particular objective, we have systematically and successfully addressed several obstacles:
- In November 2025 we announced closure of the Company's Don Polly Division. With the wind-down and closure of Don Polly, and the discontinuation of sales of all hemp/CBD-related products, Charlie's eliminated many trading restrictions on the Company's Common Stock and removed a significant impediment to an up-list.
- In April 2026 we announced that the Company's independent registered public accounting firm issued an unqualified ("clean") audit opinion on the Company's financial statements for 2025, and removed the "going concern" explanatory paragraph that was included in several previous years' reports. Reflecting considerable improvements in liquidity and overall financial condition, removal of the going concern explanatory paragraph significantly strengthened Charlie's positioning for an up-listing to a national securities exchange.
- On June 4, 2026 Charlie's Stockholders overwhelmingly approved the Company's proxy proposal to give the Board of Directors discretion to implement a reverse stock split at a ratio between 1-for-3 and up to 1-for-50 to support a potential up-list to a national securities exchange. (The minimum share price initial listing standard for both the Nasdaq and the NYSE American is now $4.00.) More than 99% of Voted Charlie's Shares (226,451,340) approved the measure.
As the Company has made progress in all of these important corporate and commercial initiatives, I am pleased to report: Finally, new macro regulatory developments ? as well as increasing federal and state enforcement efforts ? have also started to emerge.
Following reports last month that President Trump demanded the FDA move faster on flavored vape product authorizations, the Agency authorized four new ENDS products, including the FDA's first-ever Marketing Granted Orders ("MGOs") for two flavored e-liquid pod products. All of the newly authorized products feature "device access restriction," or "age-gating" technology (similar to the patented IKE age-gating system that Charlie's intends to deploy) that is expected to effectively mitigate the ability of youth to use the products. Industry officials view these stunning developments as a sign that the FDA's long-standing resistance to broader flavored vape approvals may be, at last, starting to soften.
At the same time, because illicit Chinese products have again been flooding the market this year, as part of a targeted initiative called Operation Red Mist, a few weeks ago U.S. Customs and Border Protection, in collaboration with the U.S. Coast Guard and the FDA, seized more than 18 million ENDS products (illicit Chinese vapes) valued at more than $175 million. Charlie's products were unaffected by the seizures.
In an environment where FDA regulations are actually enforced - and even enhanced by the growing number of states instituting ENDS product registries - we expect to see Charlie's competitive advantages expand… significantly. Indeed, in this kind of environment, we will thrive.
Through it all, Charlie's mission remains unchanged: we strive to provide adult smokers with better alternatives to combustible cigarettes. Our commitments to regulatory compliance, youth access prevention, and the creation of simply great products are what set us apart. And rest assured, in the coming months we will focus on the strategic objectives that are most important to our shareholders:
- We will utilize the IKE age-gating technology/license to launch America's first age-gated flavored disposable vape product; we will amass real-world market data with the product; and we will engage in consultative discussions with the FDA. We believe that such a success could enable Charlie's to realize hundreds of millions of dollars in licensing revenue and/or a transformational strategic partnership with one of the world's largest tobacco companies.
- We will grow nicotine-related and alternative alkaloid (non-nicotine) vapor product sales. Though the US market has again been flooded with illicit Chinese products, in 2026 we will to continue to focus our sales and marketing efforts on retailers and distributors who value Charlie's commitments to regulatory compliance, youth access prevention, and best-in-class product design.
- We will up-list to a national securities exchange when market conditions and Company performance warrant. Now that Charlie's Stockholders have authorized a reverse split to facilitate the up-list, we believe we will be able to meet substantially all of the initial listing requirements of a national securities exchange.
On behalf of the Board of Directors and the Charlie's Management Team, thank you for being a part of our family of shareholders. We look forward to sharing additional Company developments in the weeks and months to come!
Sincerely,
| Ryan Stump | Henry Sicignano III |
| Chief Operating Officer | President |
About Charlie's Holdings, Inc.
Charlie's Holdings, Inc. (OTCQB: CHUC) is an industry leader in the premium vapor products space. The Company's products are sold around the world to select distributors, specialty retailers, and third-party online resellers through subsidiary company Charlie's Chalk Dust, LLC has developed an extensive portfolio of brand styles, flavor profiles, and innovative product formats.
For additional information, please visit Charlie's corporate website at: Chuc.com and the Company's branded online websites: sbxvape.com, CharliesChalkDust.com, enjoypachamama.com, and Pacha.co
Safe Harbor Statement
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding the Company's overall business, existing and anticipated markets and expectations regarding future sales and expenses. Words such as "expect," "anticipate," "should," "believe," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "could," "intend," variations of these terms or the negative of these terms, and similar expressions, are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control. The Company's actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: the Company's ongoing ability to quote its shares on the OTCQB; whether the Company will meet the requirements to up-list to a national securities exchange in the future; the Company's ability to successfully increase sales and enter new markets; whether the Company's PMTA's for its nicotine-containing products will be authorized by the FDA, and the FDA's decisions with respect to the Company's future PMTA's for nicotine products; the Company's ability to manufacture and produce products for its customers; the Company's ability to formulate new products; the acceptance of existing and future products; the complexity, expense and time associated with compliance with government rules and regulations affecting nicotine, synthetic nicotine, products containing nicotine substitutes, and products containing cannabidiol; litigation risks from the use of the Company's products; risks of government regulations; the impact of competitive products; and the Company's ability to maintain and enhance its brands, as well as other risk factors included in the Company's most recent quarterly report on Form 10-Q, annual report on Form 10-K, and other SEC filings. These forward-looking statements are made as of the date of this press release and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.
Investors Contact:
IR@charliesholdings.com
Phone: 949-570-069
