Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2024

Charlotte’s Web Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

British Columbia

000-56364

98-1508633

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

700 Tech Court

Louisville, Colorado

80027

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (720) 617-7303

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry Into a Material Definitive Agreement.

On October 11, 2022, Charlotte’s Web Holdings, Inc. (the “Company”) entered into a Promotional Rights Agreement (the “MLB Promotional Rights Agreement”) with MLB Advanced Media L.P., on its own behalf and on behalf of Major League Baseball Properties, Inc., the Office of the Commissioner of Baseball, The MLB Network, LLC and the Major League Baseball Clubs (collectively, “MLB”), pursuant to which the Company entered into an exclusive strategic partnership with MLB to promote the Company’s new NSF-Certified for Sport® product line. On February 5, 2024, the Company and MLB entered into an amendment to the MLB Promotional Rights Agreement (the “Amendment”), whereby the term of the MLB Promotional Rights Agreement was extended through December 31, 2027, with an aggregate rights fee of $23 million for the remainder of the term.

MLB is the owner of 6,119,121 common shares of the Company which represents approximately 4% of the total outstanding common shares of the Company.

The foregoing description of the MLB Promotional Rights Agreement and Amendment does not purport to be complete and is qualified in its entirety by reference to (a) the full text of the MLB Promotional Rights Agreement, which was filed as an exhibit to the Company’s Annual Report on Form 10-K that was filed on March 23, 2023, and (b) the Amendment which will be filed as an exhibit to the Company’s Annual Report on Form 10-K to be filed for the year ending December 31, 2023.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective February 6, 2024 (the “Effective Date”), the Board of Directors of the Company, appointed Matthew McCarthy to the Company’s Board of Directors, until his successor shall have been duly elected and qualified or until his earlier resignation or removal. Mr. McCarthy’s appointment to the Company’s board of directors follows the departure of Susan Vogt, who notified the Company and the board of directors of her immediate retirement from the board of directors, which the Company’s board of directors accepted.

Mr. McCarthy’s appointment to the Company’s Board of Directors is effective immediately. Mr. McCarthy’s term will expire concurrently with the 2024 annual general meeting of the shareholders. There are no arrangements or understandings between Mr. McCarthy and any other person pursuant to which Mr. McCarthy was appointed to the Board of Directors. Mr. McCarthy is not a party to any transaction with the Company reportable under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended. Ms. Vogt’s decision to retire from the board of directors does not relate to any disagreement with the Company, its management or the board of directors on any matter relating to the Company’s operations, policies or practices, including with respect to the Company’s accounting principles, practices or financial statement disclosures.

Mr. McCarthy most recently served as the CEO of Ben & Jerry’s from July 2018 through April 2023, where he led the company through its most significant period of growth to take the #1 market share position in the U.S. ice cream market and operating in over 30 international markets. He was also a member of Ben & Jerry’s Board of Directors. During his 26-year tenure at Unilever, Mr. McCarthy held several executive leadership positions including Vice President and General Manager Foods North America, and Senior Director and General Manager US Deodorants and Men’s Grooming, among others. Mr. McCarthy holds a Master of Business Administration in Marketing from Hofstra University and a Bachelor of Arts in Political Science from the University of Massachusetts.

Mr. McCarthy will serve on the Audit Committee and Compensation Committee of the Board.

Item 8.01.

Other Events.

On February 7, 2024, the Company issued a press release announcing the appointment of Matthew McCarthy to the Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.		Financial Statements and Exhibits.
	(d)	Exhibits:


Exhibit No.		Description

99.1		Press Release of Charlotte’s Web Holdings, Inc. dated February 7, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document

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: February 7, 2024	By:	/s/ Stephen Rogers
		Stephen Rogers
		Senior Vice President - General Counsel and Corporate Secretary

EXHIBIT 99.1

Charlotte's Web Holdings Inc. Announces Appointment of former Ben & Jerry's CEO, Matthew E. McCarthy, to its Board of Directors

LOUISVILLE, Colo., Feb. 7, 2024 /CNW/ - (TSX: CWEB) (OTCQX: CWBHF), Charlotte's Web Holdings, Inc. ("Charlotte's Web," "CW" or the "Company"), the market leader in hemp-derived CBD wellness products, is pleased to announce the appointment of Matthew E. McCarthy to its Board of Directors, effective immediately. Mr. McCarthy is the former CEO of Ben & Jerry's Homemade ("Ben & Jerry's"), bringing a unique blend of commercial acumen and deep commitment to social impact within the consumer-packaged goods (CPG) and natural products industries.

Mr. McCarthy most recently served as the CEO of Ben & Jerry's from July 2018 through April 2023 where he led the company through its most significant period of growth to take the #1 market share position in the U.S. ice cream market and operating in over 30 international markets. He was also a member of Ben & Jerry's Board of Directors.

During his 26-year tenure at Unilever, Mr. McCarthy held several executive leadership positions including Vice President and General Manager Foods North America, and Senior Director and General Manager US Deodorants and Men's Grooming, among others. Mr. McCarthy is recognized for his transformative leadership and has been credited with significantly growing revenue, market share, and brand equity in his previous roles. His achievements demonstrate his ability to understand and leverage consumer trends in the CPG industry and excel in brand development and market penetration in diverse market sectors.

He has also been a key figure in driving innovation, sustainability, and social mission initiatives, skills that will contribute to Charlotte's Web's continued innovation and market leadership in the hemp-derived CBD wellness industry.

Mr. McCarthy replaces Susan Vogt who is retiring from Charlotte's Web Board.

John Held, Chairman of Charlotte's Web, welcomes Mr. McCarthy's appointment: "Matthew's extensive experience in leading consumer-focused brands and his commitment to sustainable and ethical business practices align perfectly with our values at Charlotte's Web. His impressive background in the CPG sector, especially with iconic brands like Ben & Jerry's, Dove and AXE, brings a wealth of knowledge and insights applicable to Charlotte's Web as we expand our footprint in the competitive wellness market. His experience in brand building, strategic planning, market analysis, and consumer engagement will be invaluable as we continue to expand and innovate in the wellness space. The Board also thanks Susan for her valuable contributions over the last 3 years."

McCarthy holds a Master of Business Administration in Marketing from Hofstra University and a Bachelor of Arts in Political Science from the University of Massachusetts. His notable career is complemented by numerous recognitions and awards, reflecting his commitment to business excellence and ethical leadership.

Mr. McCarthy will serve on the Company's Compensation Committee and Audit Committee.

About Charlotte's Web Holdings, Inc.

Charlotte's Web Holdings, Inc., a Certified B Corporation headquartered in Louisville, Colorado, is the market leader in innovative hemp extract wellness products under a family of brands that includes Charlotte's Web™, ReCreate™, CBD Medic™, and CBD Clinic™. Charlotte's Web whole-plant CBD extracts come in full-spectrum and broad-spectrum options, including ReCreate™ by Charlotte's Web, broad-spectrum CBD certified NSF for Sport®. ReCreate is the official CBD of Major League Baseball©, Angel City Football Club and the Premier Lacrosse League. Charlotte's Web branded premium quality products start with proprietary hemp genetics that are North American farm-grown using organic and regenerative cultivation practices. The Company's hemp extracts have naturally occurring botanical compounds including cannabidiol ("CBD"), CBC, CBG, terpenes, flavonoids, and other beneficial compounds. Charlotte's Web product categories include CBD oil tinctures (liquid products) CBD gummies (sleep, calming, exercise recovery, immunity), CBD capsules, CBD topical creams and lotions, as well as CBD pet products for dogs. Through its substantially vertically integrated business model, Charlotte's Web maintains stringent control over product quality and consistency with analytic testing from soil to shelf for quality assurance. Charlotte's Web products are distributed to retailers and health care practitioners throughout the U.S.A, and online through the Company's website at www.charlottesweb.com.

Forward-Looking Information

Certain information provided herein constitutes forward-looking statements or information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements are typically identified by words such as "may", "will", "should", "could", "anticipate", "expect", "project", "estimate", "forecast", "plan", "intend", "target", "believe" and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties, and other factors which may cause actual results, levels of activity, and achievements to differ materially from those expressed or implied by such statements. The forward-looking statements contained in this press release are based on certain assumptions and analysis by management of the Company in light of its experience and perception of historical trends, current conditions and expected future development and other factors that it believes are appropriate and reasonable.

The material factors and assumptions used to develop the forward-looking statements herein include but are not limited to those risks and uncertainties discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ending December 31, 2022 and other risk factors contained in other filings with the Securities and Exchange Commission available on www.sec.gov and filings with Canadian securities regulatory authorities available on www.sedarplus.ca. The impact of any one risk, uncertainty, or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent, and the Company's future course of action depends on management's assessment of all information available at the relevant time.

Any forward-looking statement in this press release is based only on information currently available to the Company and speaks only as of the date on which it is made. Except as required by applicable law, the Company assumes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. All forward-looking statements, whether written or oral, attributable to the Company or persons acting on the Company's behalf, are expressly qualified in their entirety by these cautionary statements.

View original content to download multimedia:https://www.prnewswire.com/news-releases/charlottes-web-holdings-inc-announces-appointment-of-former-ben--jerrys-ceo-matthew-e-mccarthy-to-its-board-of-directors-302055833.html

SOURCE Charlotte's Web Holdings, Inc.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/February2024/07/c7462.html

%CIK: 0001750155

For further information: Charlotte's Web, Cory Pala, Director of Investor Relations, (720) 484-8930, Cory.Pala@CharlottesWeb.com

CO: Charlotte's Web Holdings, Inc.

CNW 08:45e 07-FEB-24

Cover	Feb. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 05, 2024
Entity File Number	000-56364
Entity Registrant Name	Charlotte’s Web Holdings, Inc.
Entity Central Index Key	0001750155
Entity Tax Identification Number	98-1508633
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	700 Tech Court
Entity Address, City or Town	Louisville
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80027
City Area Code	720
Local Phone Number	617-7303
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false