Item 1.01 Entry into a Material Definitive Agreement.

On January 19, 2021, Charlie's Holdings, Inc. (the "Company"), executed into that certain Amendment No. 5 to Secured Promissory Note and Security Agreement (the "Amended Note"), by and between the Company and Red Beard Holdings, LLC ("Red Beard") dated April 8, 2020, and amended on August 27, 2020, September 30, 2020, October 29, 2020, and December 1, 2020. The Amended Note is retroactively effective as of January 1, 2020. The terms of the Amended Note held by Red Beard have been amended to revise the maturity date from January 1, 2021 to February 15, 2021, and the Guaranteed Minimum Interest has been increased from $125,000 to $150,000. Furthermore, Red Beard has agreed to waive certain rights upon the occurrence of an Event of Default, as defined in the Amended Note, which was triggered by the Company's receipt of that certain notice of default, dated August 13, 2020, from certain holders of the Company's Series A Convertible Preferred Stock, par value $0.001.

The foregoing description of the Amended Note does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended Note, attached to this Current Report on Form 8-K as Exhibit 10.1, and incorporated by reference herein.

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