3 unchanged sentences
Management’s Annual Report on Internal Control Over Financial Reporting
−Removed: Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.
−Removed: Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2023.
−Removed: This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to the Company being considered an emerging growth company.
+Added: The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.
+Added: Under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, it conducted an evaluation of the effectiveness of the internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Based on the evaluation under the framework in Internal Control—Integrated Framework (2013), management has concluded that the internal control over financial reporting was effective as of December 31, 2024.
+Added: This Annual Report on Form 10-K does not include an attestation report of the independent registered public accounting firm due to the Company being considered an emerging growth company.
Changes in Internal Control Over Financial Reporting
2 unchanged sentences
For the year ended December 31, 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).
−Removed: 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.
−Removed: Pursuant to the Amendment, Mrs.
−Removed: 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.
−Removed: The foregoing description of Mrs.
−Removed: 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
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: 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 2023 annual stockholders' meeting and is incorporated by reference in this Annual Report on Form 10-K.
−Removed: 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.
+Added: 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 the 2025 annual stockholders' meeting and is incorporated by reference in this Annual Report on Form 10-K.
+Added: Certain information concerning the Company's 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
−Removed: 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.
+Added: 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 the 2025 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
−Removed: 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.
+Added: 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 the 2025 annual stockholders' meeting and is hereby incorporated by reference in this Annual Report on Form 10-K.
* * * * * * *
Certain Relationships and Related Transactions, and Director Independence
−Removed: 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.
+Added: 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 the 2025 annual stockholders' meeting and is hereby incorporated by reference in this Annual Report on Form 10-K.
* * * * * * *
Principal Accountant Fees and Services
−Removed: 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.
+Added: 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 the 2025 annual stockholders' meeting and is hereby incorporated by reference in this Annual Report on Form 10-K.
* * * * * * *
2 unchanged sentences
(1) All Financial Statements
−Removed: Our consolidated financial statements are listed in the "Index to Consolidated Financial Statements" under Part II, Item 8 of this Annual Report on Form 10-K.
+Added: The Company's consolidated financial statements are listed in the "Index to Consolidated Financial Statements" under Part II, Item 8 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules
2 unchanged sentences
Description Location
−Removed: 2.1∔ Arrangement Agreement Between Abacus Health Products, Inc.
−Removed: and Charlotte’s Web Holdings, Inc.
−Removed: dated March 22, 2020.
−Removed: Exhibit 2.2 to the Registration Statement on Form 10 (File No.
−Removed: 000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.
3.1 Articles Exhibit 3.1 to the Registration Statement on Form 10 (File No.
23 unchanged sentences
000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.
−Removed: 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.
2 unchanged sentences
Securities and Exchange Commission on August 4, 2022.
+Added: Description Location
10.4∔ Extension and Third Amending Agreement to Name and Likeness and License Agreement, effective as of August 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.
32 unchanged sentences
000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.
−Removed: Description Location
Sublease Agreement made as of May 11, 2021 by and between Molson Coors Beverage Company and Charlotte’s Web, Inc.
6 unchanged sentences
000-56364) filed with the SEC on December 22, 2021 is incorporated herein by reference.
+Added: Description Location
CWB Holdings, Inc.
42 unchanged sentences
000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.
−Removed: 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.
8 unchanged sentences
000-56364) filed with the SEC on April 3, 2023 is incorporated herein by reference.
+Added: Description Location
Letter dated as of March 19, 2024 to Jessica Saxton re:
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Securities and Exchange Commission on November 14, 2022.
+Added: Secured Promissory Note between Jesse Stanley and the Master and a Hound Revocable Trust, as borrower, and Charlotte's Web Holdings, Inc., as Lender, dated November 13, 2020.
+Added: Exhibit 10.30 to the Registration Statement on Form 10 (File No.
+Added: 000-56364) filed with the SEC on November 5, 2021 is incorporated herein by reference.
+Added: Amendment to Secured Promissory Note between Jesse Stanley and the Master and a Hound Revocable Trust and Charlotte's Web Holdings, Inc.
+Added: dated March 22, 2022.
+Added: Exhibit 10.36 to the Registration Statement on Form 10 (File No.
+Added: 000-56364) filed with the SEC on March 24, 2022 is incorporated herein by reference.
+Added: Third Amendment to Secured Promissory Note, dated November 13, 2024 Exhibit 10.1 to the Registration Statement on Form 10 (File No.
+Added: 000-56364) filed with the SEC on March 21, 2024 is incorporated herein by reference.
+Added: I nsider Trading and Reporting Policy
+Added: Filed herewith
21.1 Subsidiaries of the Company
Filed herewith
−Removed: 23.1 Consent of Ernst & Young LLP
+Added: C onsent of PKF O'Connor Davies
Filed herewith
Description Location
+Added: Consent of Ernst & Young LLP
+Added: Filed herewith
Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
8 unchanged sentences
Furnished herewith
+Added: C l awback policy
+Added: Filed 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
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March 19, 2025 By:
−Removed: /s/ Jessica Saxton
−Removed: (Date) Jessica Saxton
+Added: /s/ Erika Lind
+Added: (Date) Erika Lind
(Chief Financial Officer)
3 unchanged sentences
William Morachnick
−Removed: /s/ Jessica Saxton Chief Financial Officer (Principal Financial Officer) March 21, 2024
−Removed: Jessica Saxton
−Removed: /s/ Sarah Cambridge Chief Accounting Officer (Principal Accounting Officer) March 21, 2024
−Removed: Sarah Cambridge
−Removed: /s/ John Held Director March 21, 2024
−Removed: /s/ Thomas Lardieri
+Added: /s/ Erika Lind
+Added: Chief Financial Officer (Principal Financial and Accounting Officer)
+Added: March 19, 2025
+Added: /s/ Angela McElwee Director March 19, 2025
+Added: Angela McElwee
+Added: /s/ Jared Stanley
Director March 19, 2025
−Removed: Thomas Lardieri
−Removed: /s/ Alicia Morga Director March 21, 2024
+Added: Jared Stanley
+Added: /s/ Jonathan Atwood Director March 19, 2025
+Added: Jonathan Atwood
/s/ Matthew McCarthy
1 unchanged sentence
Matthew McCarthy
−Removed: /s/ Jonathan Atwood
−Removed: Director March 21, 2024
−Removed: Jonathan Atwood
−Removed: /s/ Angela McElwee
+Added: /s/ Maureen Usifer
Director March 19, 2025
−Removed: Angela McElwee
+Added: Maureen Usifer
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.