0000930413-25-001808.txt : 20250514 0000930413-25-001808.hdr.sgml : 20250514 20250514163017 ACCESSION NUMBER: 0000930413-25-001808 CONFORMED SUBMISSION TYPE: SCHEDULE 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250514 DATE AS OF CHANGE: 20250514 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Charlie's Holdings, Inc. CENTRAL INDEX KEY: 0001134765 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] ORGANIZATION NAME: 03 Life Sciences EIN: 841575085 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79847 FILM NUMBER: 25946230 BUSINESS ADDRESS: STREET 1: 1007 BRIOSO DR. CITY: COSTA MESA STATE: CA ZIP: 92627 BUSINESS PHONE: 949-570-0691 MAIL ADDRESS: STREET 1: 1007 BRIOSO DR. CITY: COSTA MESA STATE: CA ZIP: 92627 FORMER COMPANY: FORMER CONFORMED NAME: True Drinks Holdings, Inc. DATE OF NAME CHANGE: 20130122 FORMER COMPANY: FORMER CONFORMED NAME: BAZI INTERNATIONAL, INC. DATE OF NAME CHANGE: 20100803 FORMER COMPANY: FORMER CONFORMED NAME: XELR8 HOLDINGS, INC. DATE OF NAME CHANGE: 20070321 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Iroquois Capital Management, LLC CENTRAL INDEX KEY: 0001481867 ORGANIZATION NAME: EIN: 010786483 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SCHEDULE 13G/A BUSINESS ADDRESS: STREET 1: 2 OVERHILL ROAD CITY: SCARSDALE STATE: NY ZIP: 10583 BUSINESS PHONE: 212.974.3070 MAIL ADDRESS: STREET 1: 2 OVERHILL ROAD CITY: SCARSDALE STATE: NY ZIP: 10583 SCHEDULE 13G/A 1 primary_doc.xml SCHEDULE 13G/A 0001481867 XXXXXXXX LIVE 4 Common Stock, par value $0.001 per share 03/31/2025 0001134765 Charlie's Holdings, Inc. 000000000 1007 Brioso Drive Costa Mesa CA 92627 Rule 13d-1(c) Iroquois Capital Management L.L.C. DE 0.00 2024315.00 0.00 2024315.00 2024315.00 N 0.8 OO Iroquois Master Fund Ltd. E9 0.00 2024315.00 0.00 2024315.00 2024315.00 N 0.8 CO Iroquois Capital Investment Group LLC DE 0.00 10052158.00 0.00 10052158.00 10052158.00 N 4.0 OO Kensington Investment Partners LLC DE 0.00 2000.00 0.00 2000.00 2000.00 N 0.001 OO Richard Abbe X1 0.00 12078473.00 0.00 12078473.00 12078473.00 N 4.8 IN Kimberly Page X1 0.00 2024315.00 0.00 2024315.00 2024315.00 N 0.8 IN Charlie's Holdings, Inc. 1007 Brioso Drive, Costa Mesa, CA 92627 Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: Iroquois Capital Management L.L.C. ("Iroquois Capital") Iroquois Master Fund Ltd. ("Iroquois Master Fund") Iroquois Capital Investment Group LLC ("ICIG") Kensington Investment Partners LLC ("Kensington") Richard Abbe Kimberly Page The address for each of the Reporting Persons is 2 Overhill Road, Scarsdale, NY 10583 Iroquois Master Fund is organized in the Cayman Islands. Mr. Abbe and Ms. Page are citizens of the United States of America. Each of the other Reporting Persons is organized under the laws of the state of Delaware. Y The information contained on the cover pages to this Schedule 13G is incorporated by reference to this Item 4. The ownership information presented below represents beneficial ownership of shares of Common Stock of the Issuer by the Reporting Persons as of March 31, 2025, based upon 249,565,388 shares of Common Stock outstanding as of November 19, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 19, 2024. The amounts reported herein consist of (a) 10,052,158 shares of Common Stock held of record by ICIG, (b) 2,024,315 shares of Common Stock held of record by Iroquois Master Fund, and (c) 2,000 shares of Common Stock held of record by Kensington. Mr. Abbe is the President of Iroquois Capital, which is the investment advisor for Iroquois Master Fund. Mr. Abbe and Ms. Page are the directors of Iroquois Master Fund. As such, each of Mr. Abbe and Ms. Page may be deemed to share beneficial ownership of the securities beneficially owned by Iroquois Master Fund. Mr. Abbe is also the manager of each of ICIG and Kensington. As such, Mr. Abbe may also be deemed to share beneficial ownership of the securities held by ICIG and Kensington. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. See Item 11 of each of the cover pages hereto See Item 5 of each of the cover pages hereto See Item 6 of each of the cover pages hereto See Item 7 of each of the cover pages hereto See Item 8 of each of the cover pages hereto N Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Iroquois Capital Management L.L.C. /s/ Richard Abbe 05/14/2025 Iroquois Master Fund Ltd. /s/ Richard Abbe 05/14/2025 Iroquois Capital Investment Group LLC /s/ Richard Abbe 05/14/2025 Kensington Investment Partners LLC /s/ Richard Abbe 05/14/2025 Richard Abbe /s/ Richard Abbe 05/14/2025 Kimberly Page /s/ Kimberly Page 05/14/2025