| Item 1. | |
| (a) | Name of issuer:
Charlie's Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
1007 Brioso Drive, Costa Mesa, CA 92627 |
| Item 2. | |
| (a) | Name of person filing:
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 |
| (b) | Address or principal business office or, if none, residence:
The address for each of the Reporting Persons is 2 Overhill Road, Scarsdale, NY 10583 |
| (c) | Citizenship:
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. |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
000000000 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
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. |
| (b) | Percent of class:
See Item 11 of each of the cover pages hereto |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Item 5 of each of the cover pages hereto
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| | (ii) Shared power to vote or to direct the vote:
See Item 6 of each of the cover pages hereto
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| | (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each of the cover pages hereto
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| | (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each of the cover pages hereto
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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