Other Information
−Removed: Rule 105-1 Trading Plans
−Removed: 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).
−Removed: Promissory Note
−Removed: 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.
−Removed: The note receivable is secured by equity instruments with such founder of the Company.
−Removed: 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").
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: During the three months ended March 31, 2025, 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).
+Added: On October 11, 2022, the Company entered into a Promotional Rights Agreement (the "MLB Promotional Rights Agreement") with 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 (collectively, the "MLB"), pursuant to which the Company entered into a strategic partnership with MLB to promote the Company's new NSF-Certified for Sport® product line.
+Added: The Company and MLB entered into a letter agreement ("PRA Letter Agreement") terminating the MLB Promotional Rights Agreement as of May 13, 2025 (the "PRA Termination Date") and waives the Company's obligation to pay the current and remaining aggregate rights fee of $18 million for the remainder of the term of the MLB Promotional Rights Agreement.
+Added: MLB and the Company entered into the PRA Letter Agreement as a negotiated resolution to certain of the Company's unmet payment obligations under MLB Promotional Rights Agreement.
+Added: The Company will have a sell off period during which it may dispose of any MLB branded products of the Company.
Documents filed as part of this report.
Description Location
−Removed: Third Amendment to Secured Promissory Note, dated November 13, 2024
+Added: Letter Agreement, dated May 13, 2025 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
16 unchanged sentences
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Filed herewith
−Removed: † Indicates a management contract or compensatory plan or arrangement.
+Added: ∔ Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) and/or Item 601(b)(10)(iv) of Regulation S-K.
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.
−Removed: November 14, 2024 By:
/s/ Erika Lind
3 unchanged sentences
Signatures Title Date
−Removed: /s/ William Morachnick Chief Executive Officer (Principal Executive Officer) November 14, 2024
+Added: /s/ William Morachnick Chief Executive Officer (Principal Executive Officer) May 14, 2025
William Morachnick
−Removed: /s/ Erika Lind Chief Financial Officer (Principal Financial Officer) November 14, 2024
−Removed: /s/ Sarah Cambridge Chief Accounting Officer (Principal Accounting Officer) November 14, 2024
−Removed: Sarah Cambridge
+Added: /s/ Erika Lind
+Added: Chief Financial Officer (Principal Financial and Accounting Officer)
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.