UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM
CURRENT REPORT
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Explanatory Note
This Amendment No. 1 amends the Current Report on Form 8-K filed on November 15, 2022 (the “Original Form 8-K”) by Charlotte’s Web Holdings, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) reporting the entry into a subscription agreement (the “Subscription Agreement”) with BT DE Investments, Inc. a wholly-owned subsidiary of BAT Group (LSE: BATS and NYSE: BTI), providing for the issuance of an approximately US$56.8 million (CS$75.3 million) convertible debenture (the “Debenture”) that is convertible into 19.9% ownership of Charlotte’s Web common shares at a conversion price of CS$2.00 per common share of the Company on the Toronto Stock Exchange (TSX) and an investor rights agreement. This amendment is being filed solely to amend the Original Form 8-K to include Exhibits 10.1, 10.2 and 10.3, which are also being made available by the Company on SEDAR. Other than as described above, this amendment does not amend any other information previously filed in the Original Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. | |
| (d) | Exhibits: | |
| Exhibit No. |
Description |
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| 10.1∔† | Subscription Agreement, dated November 14, 2022, by and between BT DE Investments, Inc. a wholly-owned subsidiary of BAT Group and Charlotte’s Web Holdings, Inc. | ||
| 10.2∔† | Convertible Debenture, dated November 14, 2022, issued by Charlotte’s Web Holdings, Inc. | ||
| 10.3∔† | Investor Rights Agreement, dated November 14, 2022, by and between Charlotte’s Web Holdings, Inc. and BT DE Investments, Inc. a wholly-owned subsidiary of BAT Group. | ||
| 99.1 | Press Release of Charlotte’s Web Holdings, Inc. dated as of November 15, 2022 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on November 15, 2022 (File No. 000-56364)).
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
| ∔ | Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) and/or Item 601(b)(10)(iv) of Regulation S-K. | ||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CHARLOTTE’S WEB HOLDINGS, INC. | |||
| Date: November 23, 2022 | By: | /s/ Stephen Rogers | |
| Stephen Rogers | |||
| Senior Vice President - General Counsel and Corporate Secretary | |||