What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-21 compared with 2023-03-23 · 60 added, 21 removed, 213 unchanged (28% of the section changed)

10 unchanged sentences

Other Information

For the year ended December 31, 2023, none of the Company’s directors or officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

Effective March 19, 2024 (the "Effective Date"), the Company entered into an amendment (the "Amendment") to the offer of employment, dated December 19, 2022, as amended March 30, 2023 (the "Offer Letter"), with Jessica Saxton, Chief Financial Officer of the Company.

Pursuant to the Amendment, Mrs.

Saxton's 2024 $400,000 stock award was changed to an award of (a) $300,000 in cash payable after March 20, 2024, and before May 1, 2024, and (b) 710,000 restricted stock units to be issued on April 1, 2024, with an equal three-year ratable vest.

The foregoing description of Mrs.

Saxton's Amendment is qualified in its entirety by reference to the agreement, which is included as Exhibit 10.28.1 hereto.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

* * * * * * *

Directors, Executive Officers and Corporate Governance

1 unchanged sentence

Certain information concerning our executive officers is included in Item 1 of Part I of this Annual Report on Form 10-K and is hereby incorporated by reference.

* * * * * * *

Executive Compensation

Information relating to this item will be included in an amendment to this Annual Report on Form 10-K or in the proxy statement for our 2024 annual stockholders' meeting and is hereby incorporated by reference in this Annual Report on Form 10-K.

* * * * * * *

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

* * * * * * *

Certain Relationships and Related Transactions, and Director Independence

* * * * * * *

Principal Accountant Fees and Services

* * * * * * *

Exhibit and Financial Statement Schedules

36 unchanged sentences

000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.

Description Location

10.3∔ Extension and Second Amending Agreement to Name and Likeness and License Agreement, effective as of July 31, 2022, by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company, Charlotte’s Web, Inc., and Charlotte’s Web Holdings, Inc.

14 unchanged sentences

000-56364) filed with the SEC on October 4, 2022 is incorporated herein by reference.

Extension and Fifth Amending Agreement to Name and Likeness and License Agreement, effective as of February 17, 2023, by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company, Charlotte's Web, Inc., and Charlotte's Web Holdings, Inc.

Exhibit 10.1 to the Current Report on Form 8-K (File No.

000-56364) filed with the SEC on February 22, 2023 is incorporated herein by reference.

Extension and Sixth Amending Agreement to Name and Likeness and License Agreement, effective as of June 30, 2023, by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company, Charlotte's Web, Inc., and Charlotte's Web Holdings, Inc.

Exhibit 10.1 to the Current Report on Form 8-K (File No.

000-56364) filed with the SEC on July 3, 2023 is incorporated herein by reference.

Lease of Space made as of May 7, 2019 between EJ 700 Tech Court LLC and Charlotte’s Web, Inc.

14 unchanged sentences

000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.

Description Location

Sublease Agreement made as of May 11, 2021 by and between Molson Coors Beverage Company and Charlotte’s Web, Inc.

23 unchanged sentences

000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.

10.18.1† Amendment No.

1 to Charlotte's Web Holdings, Inc.

Amended 2018 Long-Term Incentive Plan dated April 29, 2021.

Filed herewith.

Form of Restricted Stock Award Agreement for Employees to the 2018 Long Term Incentive Plan.

21 unchanged sentences

000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.

Description Location

Consulting Agreement dated April 16, 2021, by and between Leeland & Sig, LLC d/b/a Stanley Brothers Brand Company, the Stanley Brothers, and Charlotte's Web Inc.

2 unchanged sentences

Brand License and Option Agreement, dated as of January 5, 2023 by and between JMS Brands LLC, and Charlotte’s Web, Inc.

Filed herewith.

10.26†∔ Offer Letter from Charlotte’s Web Holdings, Inc.

to Jacques Tortoroli, dated December 16, 2021 Exhibit 10.34 to Amendment No.

2 to the Registration Statement on Form 10 (File No.

000-56364) filed with the SEC on January 25, 2022 is incorporated herein by reference.

10.27†∔ Letter dated as of August 2, 2022 to Jacques Tortoroli re:

Exhibit 10.25 to the Annual Report on Form 10-K (File No.

000-56364) filed with the SEC on March 23, 2023 is incorporated herein by reference.

Letter dated as of March 30, 2023 to Jessica Saxton re:

Amendment to Offer of Employment with Charlotte’s Web Holdings, Inc.

Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

000-56364) filed with the U.S.

Securities and Exchange Commission on August 4, 2022.

Exhibit 10.1 to the Current Report on Form 8-K (File No.

000-56364) filed with the SEC on April 3, 2023 is incorporated herein by reference.

Letter dated as of March 19, 2024 to Jessica Saxton re:

Amendment to Offer of Employment with Charlotte’s Web Holdings, Inc.

Filed herewith.

Offer Letter from Charlotte’s Web Holdings, Inc.

to Jared Stanley, dated June 1 2022 (and accepted as of June 2, 2022).

Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

000-56364) filed with the U.S.

Securities and Exchange Commission on June 6, 2022.

to William Morachnick, dated September 12, 2023.

Exhibit 10.1 to the Current Report on Form 8-K (File No.

000-56364) filed with the SEC on September 13, 2023 is incorporated herein by reference.

Manufacturing and Sales License Agreement, effective November 1, 2022 by and among Aphria, Inc.

5 unchanged sentences

and Charlotte’s Web Holdings, Inc.

Filed herewith

Exhibit 10.30 to the Annual Report on Form 10-K (File No.

000-56364) filed with the SEC on March 23, 2023 is incorporated herein by reference.

Promotional Rights Agreement, dated as of October 11, 2022, by and among 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 and Charlotte’s Web Holdings, Inc.

Exhibit 10.31 to the Annual Report on Form 10-K (File No.

000-56364) filed with the SEC on March 23, 2023 is incorporated herein by reference.

10.32.1++ First Amendment to Promotional Rights Agreement, executed February 5, 2024, by and among 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 and Charlotte’s Web Holdings, Inc.

Filed herewith

22 unchanged sentences

Filed herewith

Description Location

Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filed herewith

Furnished herewith

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filed herewith

Furnished herewith

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Filed herewith

9 unchanged sentences

* Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing.

* * * * * * *

Form 10-K Summary

* * * * * * *

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.

6 unchanged sentences

Signatures Title Date

/s/ Jacques Tortoroli Chief Executive Officer (Principal Executive Officer) March 23, 2023

Jacques Tortoroli

/s/ Jessica Saxton Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 23, 2023

/s/ William Morachnick Chief Executive Officer (Principal Executive Officer) March 21, 2024

William Morachnick

/s/ Jessica Saxton Chief Financial Officer (Principal Financial Officer) March 21, 2024

Jessica Saxton

/s/ Sarah Cambridge Chief Accounting Officer (Principal Accounting Officer) March 21, 2024

Sarah Cambridge

/s/ John Held Director March 21, 2024

/s/ Tom Lardieri Director March 23, 2023

/s/ Thomas Lardieri

Director March 21, 2024

Thomas Lardieri

/s/ Alicia Morga Director March 21, 2024

/s/ Susan Vogt Director March 23, 2023

/s/ Matthew McCarthy

Director March 21, 2024

Matthew McCarthy

/s/ Jonathan Atwood

1 unchanged sentence

Jonathan Atwood

/s/ Angela McElwee

Director March 21, 2024

Angela McElwee

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures