February 6, 2020

Brandon Stump
Chief Executive Officer
Charlie's Holdings, Inc.
1007 Brioso Drive
Costa Mesa, CA 92627

       Re: Charlie's Holdings, Inc.
           Amendment No. 3 to
           Registration Statement on Form S-1
           Filed January 22, 2020
           File No. 333-232596

Dear Mr. Stump:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our November 8,
2019 letter.

Amended Form S-1 filed January 22, 2020

Prospectus Summary, page 2

1.     We note your response to our prior comment 1. Please reconcile your
statement on the
       first page of your prospectus summary that you "expect the cost
associated with the
       preparation and submission of these PTMAs will be approximately $.4
million" with your
       response to us that you intend to submit "three PMTAs before the
expiration of the grace
       period, at an expected aggregate expense of approximately $4.44
million."
 Brandon Stump
Charlie's Holdings, Inc.
February 6, 2020
Page 2
Risk Factors
Our Amended and Restated Bylaws designate courts within the state of Nevada as
the sole and
exclusive forum... , page 18

2.       We note your response to our prior comment 3. Please revise to clarify
your
         understanding that federal and state courts have concurrent
jurisdiction over claims arising
         under the Securities Act. Your current disclosure suggests that your
exclusive forum
         provision would not apply to Securities Act claims because federal
courts have exclusive
         jurisdiction over Securities Act claims. In making any revision
continue to state whether
         your exclusive forum provision would apply to Securities Act claims.
       You may contact Effie Simpson at 202-551-3346 or Theresa Brillant at
202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Susan Block at 202-551-3210 or John Dana Brown at 202-551-3859 with any
other
questions.



FirstName LastNameBrandon Stump                                Sincerely,
Comapany NameCharlie's Holdings, Inc.
                                                               Division of
Corporation Finance
February 6, 2020 Page 2                                        Office of Life
Sciences
FirstName LastName