Charlotte's Web Holdings, Inc. 10-Q

Item 5. Other Information Rule 105-1 Trading Plans During the three months ended September 30, 2024, 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). Promissory Note On November 13, 2020, the Company entered into a secured promissory note ("Note"), as lender, where the Company loaned $ 1,000 to one of the founders of the Company. The note receivable is secured by equity instruments with such founder of the Company. On March 22, 2022, the maturity date of the Note was extended, as allowed under the terms of the Note, resulting in an extension of the maturity date to November 13, 2023 ("First Amendment"). Effective December 28, 2023, the Company entered into a second amendment of the Note to extend the maturity date of the Note until November 13, 2024. Effective November 13, 2024, the Company entered into a third amendment of the Note ("Third Amendment") to extend the maturity date of the Note until November 13, 2029. 31 The foregoing description of the Third Amendment to the Note is qualified in its entirety by reference to the Note, which is included as Exhibit 10.1 hereto. Item 6. Exhibits Documents filed as part of this report Exhibit No. Description Location 10.1 Third Amendment to Secured Promissory Note, dated November 13, 2024 Filed herewith 31.1 Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith 31.2 Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith 32.2 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. 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 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Filed herewith † Indicates a management contract or compensatory plan or arrangement. 32 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. November 14, 2024 By: /s/ Erika Lind (Date) Erika Lind (Chief Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signatures Title Date /s/ William Morachnick Chief Executive Officer (Principal Executive Officer) November 14, 2024 William Morachnick /s/ Erika Lind Chief Financial Officer (Principal Financial Officer) November 14, 2024 Erika Lind /s/ Sarah Cambridge Chief Accounting Officer (Principal Accounting Officer) November 14, 2024 Sarah Cambridge 33