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Charlie's Holdings, Inc. CHUC US Equity

Health Care · CIK 1134765 · FY ends Dec 31
$0.24
+0.02 (+8.99%)
USD · as of 2026-08-28 · marketstack

Charlie's Holdings, Inc. (OTC: CHUC), an SEC filer in Medicinal Chemicals & Botanical Products, closed at $0.24, +9.0%, on 2026-08-28, with a market cap of $67M, a trailing P/E of 12.0, a net margin of 21.5% and 3-year sales growth of -7.5%. Institutional ownership, earnings history and filed financials are on the tabs below.

CHUC · 10-K · period ended 2020-12-31

← all CHUC documents
filed 2021-04-05 · EDGAR original ↗

Our rendering of the filing — original pagination and typography are not reproduced, and tables are reduced to their short label cells (the figures live on FA). Nothing is summarized: every line below is the filing's own text.

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10-K

1

chuc10k_dec312020.htm

ANNUAL REPORT

chuc10k_dec312020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

For the fiscal year ended December 31, 2020

or

Commission file No.001-32420

CHARLIE’S HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

1007 Brioso Drive, Costa Mesa, CA 92627

(Address of Principal Executive Offices)

(949) 531-6855

(Registrant’s Telephone Number, Including Area

Code)

Securities registered pursuant

to Section 12(b) of the Act:

None

Securities

registered under Section 12(g) of the Exchange

Act:

Title of Each Class Name of Each Exchange on Which Registered

Common Stock ($0.001 par value) OTC Markets

Indicate by check mark if the registrant is a well-known seasoned

issuer, as defined in Rule 405 of the Securities Act. Yes

[ ] No [X]

Indicate by check mark if the registrant is not required to file

reports pursuant to Section 13 or Section 15(d) of the Act. Yes

[ ] No [X]

Indicate by check mark whether the registrant has submitted

electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§232.405 of this

chapter) during the preceding 12 months (or for such shorter period

that the registrant was required to submit such files). Yes

[X] No [ ]

Indicate by check mark whether the registrant (1) has filed all

reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or

for such shorter period that the registrant was required to file

such reports), and (2) has been subject to such filing requirements

for the past 90 days. Yes [X]No [ ]

Indicate by check mark whether the registrant is a large

accelerated filer, an accelerated filer, a non-accelerated filer,

smaller reporting company, or an emerging growth company. See the

definitions of “large accelerated filer,”

“accelerated filer,” “smaller reporting

company,” and “emerging growth company” in Rule

12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [X] Smaller reporting company [X]

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the

registrant has elected not to use the extended transition period

for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange

Act.☐

Indicate by check mark whether the registrant is a shell company

(as defined in Rule 12b-2 of the Exchange Act). Yes

[ ] No [X]

The aggregate market value of the registrant’s common stock

held by non-affiliates of the registrant as of the last business

day of the registrant’s most recently completed second fiscal

quarter, June 30, 2020 was approximately $36,082,430 based on a

closing market price of $0.019 per share, as reported on the OTC

Pink Marketplace.

There were 19,638,493,279 shares of the registrant’s common stock

outstanding as of March 23, 2021.

CHARLIE’S HOLDINGS,

INC.

ANNUAL REPORT ON FORM 10-K

YEAR ENDED DECEMBER 31, 2020

TABLE OF CONTENTS

Page

PART I

Item 1. Description of Business 1

Item 1A. Risk Factors 13

Item 1B. Unresolved Staff Comments 26

Item 2. Properties 26

Item 3. Legal Proceedings 27

Item 4. Mine Safety Disclosures 27

PART II

Item 6. Selected Financial Data 28

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 38

Item 8. Financial Statements and Supplementary Data 38

Item 9A. Controls and Procedures 38

Item 9B. Other Information 39

PART III

Item 10. Directors, Executive Officers and Corporate Governance 40

Item 11. Executive Compensation 44

Item 14. Principal Accountant Fees and Services 53

PART IV

Item 15. Exhibits, Financial Statement Schedules 54

Signatures 58

-i-

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking” statements

within the meaning of Section 27A of the Securities Act of 1933, as

amended, and Section 21E of the Securities Exchange Act of 1934, as

amended, and is subject to the safe harbor created by those

sections. We intend to identify forward-looking statements in this

report by using words such as “believes”,

“intends”, “expects”, “may”,

“will”, “should”, “plan”,

“projected”, “contemplates”,

“anticipates”, “estimates”

“predicts”, “potential”,

“continue” or similar terminology. These statements are

based on our beliefs as well as assumptions we made using

information currently available to us. We undertake no obligation

to publicly update or revise any forward-looking statements,

whether as a result of new information, future events, or

otherwise. Because these statements reflect our current views

concerning future events, these statements involve risks,

uncertainties, and assumptions. Actual future results may differ

significantly from the results discussed in the forward-looking

statements. These risks include changes in production and demand

for our products, changes in the level of operating expense, our

ability to expand our network of customers, changes in general

economic conditions that impact consumer behavior and spending,

product supply, the availability, amount, and cost of capital to us

and our use of such capital, and other risks discussed in this

report. Additional risks that may affect our performance are

discussed below under the section entitled “Risk

Factors”.

-ii-

Table of Contents

PART

I

ITEM 1. DESCRIPTION OFBUSINESS

As used in this Annual Report, unless otherwise

stated or the context otherwise requires, references to the

“Company”, “we”, “us”, “our” or similar references mean Charlie’s

Holdings, Inc. (formerly True Drinks Holdings, Inc.), its

subsidiaries and consolidated variable interest entity on a

consolidated basis. References to “Charlie’s”

and “CCD” refer to Charlie’s Chalk Dust, LLC,

a California limited liability company and wholly-owned subsidiary

of the Company, and “Don Polly” refers to Don Polly, LLC, a Nevada limited

liability company that is owned by entities controlled by Brandon

Stump and Ryan Stump, the Company’s Chief Executive Officer

and Chief Operating Officer, respectively, and a consolidated

variable interest for which the Company is the primary

beneficiary.

On

April 26, 2019, the Company (then known as True Drinks Holdings,

Inc.), entered into a Securities Exchange Agreement with each of

the members of Charlie’s on that date (the

“Charlie’s

Members”), pursuant to which the Company acquired all

outstanding membership interests beneficially owned by the

Charlie’s Members in exchange for certain units consisting of

the Company’s securities (the “Share Exchange”). As a result,

Charlie’s became a wholly owned subsidiary of the Company.

Following the consummation of the Share Exchange, the primary

business operations of the Company consisted of those of

Charlie’s and, more recently, Don Polly.

The

Share Exchange resulted in a change of control of the Company, with

the Members and Direct Investors owning approximately 86.1% of the

Company’s outstanding voting securities immediately after the

Share Exchange, and the Company’s current stockholders

beneficially owning approximately 13.9% of the issued and

outstanding voting securities, which includes the Advisory Shares.

Together, Brandon Stump and Ryan Stump, the founders of

Charlie’s and the Company’s newly appointed Chief

Executive Officer and Chief Operating Officer, respectively, own

approximately 50% of the Company’s issued and outstanding

voting securities as a result of the Share Exchange.

Overview

Our

objective is to become a leader in the rapidly growing, global

e-cigarette segment of the broader nicotine related products

industry. Through Charlie’s, we formulate, market and

distribute branded e-cigarette liquid for use in both open and

closed consumer e-cigarette and vaping systems. Charlie’s

products are produced domestically through contract manufacturers

for sale through select distributors, specialty retailers and

third-party online resellers throughout the United States, as well

as over 80 countries worldwide. Charlie’s primary

international markets include the United Kingdom, Italy, Spain,

Belgium, Australia, Sweden and Canada. In June 2019, we launched

distribution, through Don Polly, of certain premium vapor, tincture

and topical products containing hemp-derived cannabidiol

(“CBD”) and we

currently intend to develop and launch additional products

containing hemp-derived CBD in the future. Prior to the Share Exchange, our primary business

was the development, marketing, sale and distribution of

all-natural, vitamin-enhanced drinks, including AquaBall®

Naturally Flavored Water and Bazi® All Natural Energy(“Bazi”). At this time, we do not intend to

continue sales of these products in their current

form.

We intend to expand our operations and seek

revenue and profit growth by increasing the sales of our branded

e-cigarette liquid through the registration of certain of our

products with the Food and Drug Administration

(“FDA”)and expanding sales territories (both

domestic and international), as well as from our recently launched

sales and distribution of hemp-derived CBD

products.

Our Products

Charlie’s Product Line

Our business efforts consist primarily

of formulating, marketing and distributing our portfolio

of branded e-cigarette liquid and other premium vapor products

for use in consumer e-cigarette and vaping systems, which we

collectively refer to as the “Charlie’s Product

Line” or

“Charlie’s

Products”.

E-Liquids

E-liquids used to produce vapor in vaping devices

are sold separately for use in refillable tanks of open system

vaporizers. Liquids are available in differing nicotine

concentrations (0 mg, 3 mg and 6 mg per milliliter) to suit user

preferences. Liquids are available in a variety of flavors,

including our proprietary blends. The liquid solution

consists of flavoring and/or nicotine dissolved in one or several

hygroscopic components, which turns the water in the solution into

the smoke-like vapor when heated. The most commonly used

hygroscopic components are propylene glycol

(“PG”), vegetable glycerin

(“VG”) or polyethylene glycol 400. VG imparts

sweetness and produces vapor clouds, while PG produces more

“throat hit”, which simulates the feeling of smoking.

Our proprietary brands of e-liquids are manufactured by ISO Class 7

certified manufacturers in the United States, which helps ensure

their purity and quality.

-1-

Table of Contents

Charlie’s

e-liquid products are produced under seven brand names

distinguished by their flavor profiles, packaging art and

ingredient transparency. All products are packaged in plastic drip

containers that are typically available in seven sizes ranging from

10ml to 100ml, as well as bulk concentrate formats.

Black Label and White

Label. Charlie’s

original black and white product line launched in 2015. Black Label

is currently available in five flavors and White Label is currently

available in four flavors.

PachamamaTM. A line launched in 2016 consisting

of eight eclectic mixes of natural fruit flavors such as passion

fruit raspberry yuzu, blood orange banana gooseberry and

huckleberry pear acai.

Meringue. The third brand launched in 2016, based on

creative character stories, currently includes three

flavors.

CampfireTM. Outdoors and Smores flavor inspired

by camp vibes.

Nicotine Salt Products

Nicotine salt e-liquids

(“NIC

salts”) are formulated

for use in lower wattage open, semi-open and closed system

vaporizers and are available in higher nicotine concentrations

(25mg and 50mg per milliliter) than traditional e-liquids. Nicotine

salts consist of nicotine dissolved in an acid that results in a

lower PH level than other e-liquids. This form of nicotine has a

higher bioavailability resulting in faster blood stream absorption

and more closely mimics the effects of combustible tobacco

products. We broadly released PachamamaTM Salts, an extension

of the PachamamaTM line, in late December 2018 to a select

group of key accounts, which now includes seven flavors packaged in

10ml, 30ml and 60ml bottles. During the third quarter of 2019, we

launched NIC salt extensions of the Black, Gold and White Label

Charlie’s Chalk Dust brands and will continue to evaluate the

launch of additional products in this category as demand continues

to grow.

Don Polly

Don Polly is a company under common ownership with

the Company, and was established in April 2019 for the specific

purpose of developing, marketing and distributing proprietary and

innovative hemp-derived cannabidiol (“CBD”), non-THC, wellness products. In June

2019, we introduced, through Don Polly, full-spectrum hemp extract

and CBD isolate wellness products across a variety of formats and

with different strengths. Our initial launch consisted of six

vapor, eight tincture and two topical product variations. The newly

released products were launched under the PachamamaTM brand by

way of a licensing agreement between Don Polly and Charlie’s,

entered on April 25, 2019 (the"Licensing

Agreement"). In the near term,

we expect to continue expanding the hemp-derived CBD-based products

line to include additional CBD isolate products and

Tetrahydrocannabinol (“THC”)-

free, broad spectrum hemp extract products currently in

development.

Don

Polly is owned by two limited liabilities companies, of which one

is wholly-owned by Brandon Stump, the Company’s Chief

Executive Officer, and the other is wholly-owned by Ryan Stump, the

Company’s Chief Operating Officer. Pursuant to the Licensing

Agreement, Charlie's granted Don Polly a limited right and license

to use certain of Charlie’s trademarks, copyrights and

original artwork, in connection with Don Polly’s branded CBD

products, as well as a Services Agreement pursuant to

which Charlie’s provides certain services to Don

Polly related to the sales, marketing, brand development of

Don Polly products.

As a result, the Company and Don Polly launched a

line of premium vapor, tincture and topical products

containing hemp-derived CBD in June 2019, which we refer to

the “Don Polly

Products” and

“Don

Polly Product Line”. Don

Polly’s efforts have been focused on developing and producing

high quality CBD products made from single-strain-sourced hemp

extract and high purity CBD isolate crystals. In addition, good

manufacturing practices and quality control parameters are of the

utmost importance to the Don Polly Products, which contribute to

the differentiation of the Don Polly Products in the CBD product

industry. The Don Polly Products consist of both full and

broad-spectrum, as well as isolate CBD products across three

categories including vapor, ingestibles, and topicals.

PachamamaTM CBD products sold by Don Polly are currently

available in the U.S., Mexico, U.K., Australia and Switzerland, and

we expect to continue expanding both our domestic and international

distribution efforts.

-2-

Table of Contents

Isolate CBD Products

Our CBD

isolate products contain a minimum purity of 99% isolate crystals,

tested by independent, third-party facilities to ensure it is free

of pesticides and heavy metals. Vape, as a CBD delivery method, has

grown in popularity due to the high level of bioavailability and

reported therapeutic responses. In response to demand for CBD

infused e-liquids from our existing distribution channels, we

launched the Don Polly Vape Product Line and Don Polly Isolate

Products. The Don Polly Vape Product Line is currently available in

30ml plastic bottles across three flavors (Minty Mango, Grape Berry

and Strawberry Watermelon) and two strengths (250mg and 500mg). We

are continuing to research and develop isolate products in an

effort to further build out Don Polly’s overall product

portfolio.

Full Spectrum CBD Products

Our

full spectrum hemp extract comes from whole plant extraction which

retains the plant’s natural compounds. This extraction method

ensures each product preserves the holistic benefits of the plant

including minimal amounts of THC (0.3% or less), which allows for

optimal absorption of the plant’s nutrients. While CBD alone

is a beneficial cannabinoid, full spectrum products provide the

body access to all the plant’s cannabinoids, allowing the end

user to achieve a wide range of therapeutic benefits. The full

spectrum products are formulated with single-source and single

strain hemp extracts. Don Polly believes this sourcing practice

yields various compounds that work synergistically to heighten the

effects of the products, making them superior to single-compound

CBD isolates. In June 2019, we introduced the PachamamaTM

tincture and topical full spectrum products. The tincture offering

includes six flavors (the Natural, Green Tea Echinacea, Goji Cacao,

Black Pepper Turmeric, Ylang Ylang Holy Basil and Kava Kava

Valerian) available in 30ml bottle sizes and both 750mg and 1750mg

strengths. Our current topical product offering includes the

Athletic Rub, available in a two ounce jar and 500mg strength. This

product has become one of our most popular full spectrum offerings.

Additionally, Don Polly released the first tapioca-based Vegan Gel

Caps in May 2020 available in both a 30-count jar and a two-count

sachet, in order to accommodate consumer demand for alternative

delivery methods for full spectrum products. We plan on continuing

to research, develop, and launch products in these

categories.

Broad Spectrum CBD Products

In

addition to isolate and full spectrum CBD products, we believe

broad spectrum hemp-derived CBD products can be developed to

provide the same benefits of full spectrum CBD products. Through

additional processing of hemp-derived extracts, we can eliminate

the presence of THC. This category of THC-free, broad spectrum

products will provide consumers with the same level of quality and

nutrients we value in our full spectrum products, without the

concern of consuming the minimal amount of THC. In Q4 of 2019, we

released three very dynamic broad spectrum topicals; our Pain Cream

850mg, Icy Muscle Gel 500mg and Body Lotion 300mg. The Pain Cream,

offered in a 100ml bottle, offers a combination of broad-spectrum

CBD, menthol, MSM, arnica and capsaicin to provide quick, effective

relief. The Icy Muscle Gel roll-on has a blend of ancient Chinese

herbs along with cooling menthol and camphor to temporarily relieve

nagging pains, and provide anti-inflammatory treatment to muscles

and joints. Don Polly’s Body Lotion rounds out the initial

broad spectrum topical portfolio offerings with 300mg of CBD and an

ultra-nourishing blend of botanical oils for soft, radiant, and

balanced skin. The Body Lotion is currently offered in a 50ml size.

As with the full spectrum and isolate categories, our Research and

Development team is continually investigating product offerings to

support and enhance the broad spectrum portfolio.

Manufacturing and Distribution

Manufacturing

Charlie’s

Product Line. We work closely with

contract manufacturing partners in the United States, Ireland and

Scotland to manufacture our products. Our e-liquid and NIC salts

products are manufactured to meet our proprietary formula

specifications in facilities that are ISO Class 7

certified, which helps

ensure their purity and quality. In 2020, we added an

additional supplier and sourced over 90% of our finished goods from

three manufacturers in the United States. While we have developed

long-standing relationships with our manufacturing sources and take

great care to ensure that they share our commitment to quality, we

do not have any long-term term contracts with these parties for the

production of our product lines. We maintain redundancies in our

supply chain and are aware of several alternative sources for our

products.

-3-

Table of Contents

Don

Polly Product Line. Our hemp-derived,

CBD-based Don Polly Products are manufactured with contract

manufacturers to meet our formula specifications. While we do not

have any long-term contracts with these parties, we are

strengthening our supplier partnerships as well as identifying

additional supplier and contract manufacturing

opportunities.

Distribution

Charlie’s

Product Line.Once manufactured,

Charlie’s Products are directly distributed throughout the

United States and in more than 80 countries, primarily the

United Kingdom, Italy, Spain, Belgium, Australia, Sweden and

Canada. We

distribute our products to more than 2,200 specialty retailers

through direct sales and to distributors and wholesalers both in

the United States and internationally. Retailers of our

products include specialty retailers throughout the United States

and in 80 other countries. We also distribute our

products on a very limited basis through convenience stores and gas

stations. With respect to products that we sell through

third-party distributors and wholesalers, we typically sell our

products to these customers for their re-sale. In select markets we

maintain exclusive arrangements with distributors and, when

warranted, will memorialize these agreements contractually.

Don Polly Product

Line. Don Polly Products are

currently distributed to over 650 distribution and retail accounts

in the United States, Mexico, the United Kingdom, Switzerland and

Australia. Like the Charlie’s Product Line, we will sell Don

Polly Products directly to retailers, as well as through the use of

distributors, third-party wholesalers and independent brokers. We

currently sell direct-to-consumer through a newly developed

e-commerce platform.

Online Sales

Charlie’s

Product Line and Don Polly Product Line.Currently, we do not currently sell our Charlie's

Products directly. However, we market Charlie's Products and sell

branded merchandise through our website,www.charlieschalkdust.com.

The Don Polly Product Line is offered for sale directly to

consumers under our Pachamama brand through our in-house,

e-commerce platforms on our websiteswww.enjoypachamama.comandwww.donpolly.com.

Sales and Marketing

Charlie’s and Don Polly

Product Lines.We have an

experienced, 10-person sales team, based in the United States, that

promotes our Charlie’s and Don Polly Products globally. Don

Polly has also engaged with several independent brokers to help

pursue mass channel retail. Salespeople seek to form long-term

“360” collaborative relationships with their clients,

partnering with them on sell-through efforts, providing access to

our marketing and creative teams and advising and educating them on

the Charlie’s and Don Polly Product Lines as well as other

industry-related issues. Currently, we advertise our products

primarily through direct customer engagement through social media

channels, print media, directed internet marketing, industry

tradeshows and collaborative events with retail partners.

Historically, participation at industry-specific tradeshows played

a large role in our marketing and distribution strategy. However,

in 2018 we began allocating resources to collaborative events, and

our marketing team is now focusing its efforts on fostering

relationships with key distributors and retailers by launching

customer-specific marketing campaigns, in-person visits to new

customer accounts and other forms of direct customer engagement. In

2020, approximately 20% of our sales were to customers outside of

the United States.

We

intend to strategically expand our advertising activities in 2021

and increase our public relations efforts to gain industry

awareness as well as editorial coverage for our brands. Some of our

competitors promote their brands through print media and through

celebrity endorsements and have substantial resources to devote to

such efforts. We believe that our and our competitors’

efforts have helped increase our sales, our product acceptance and

general industry awareness. In addition, we have allocated

resources and personnel to increase our sales in the markets

outside of the United States.

Source and Availability of Raw Materials

Charlie’s Product

Line.Our manufacturing

partners source the ingredients for our proprietary e-cigarette

liquids from a variety of sources, in accordance with our

formulations and quality specifications. We source our proprietary

e-liquids from multiple ISO Class 7 certified manufacturers in the

United States, which helps ensure their purity and quality. In an

effort to maintain consistency across our supply chain, we directly

purchase certain product packaging and are responsible for managing

various third-party supplier relationships.

-4-

Table of Contents

Don Polly Product

Line. For our full and

broad-spectrum CBD products, we currently source the individual

components and CBD from several suppliers. Each are delivered to

our primary manufacturer for storage prior to manufacturing. Our

primary manufacturer for isolate CBD products handles all raw

material sourcing internally.

Although

we own the formulas for the Charlie’s Products and the Don

Polly Products, we obtain certain components, such as packaging,

flavors and certain raw materials, from third party suppliers. None

of the third-party suppliers are considered to be material to the

business on a standalone basis and the components are readily

available from other suppliers on the market. However, given the

rapid growth of the vaping, e-cigarette and CBD industries, there

may be fluctuations in the availability of certain of the materials

we obtain from third-parties due to high demand from our

competitors. If any given supplier or distributor is lost or

unavailable in a specific region, and we are unable to contract

with alternative suppliers or distributors to provide the requisite

service(s) and product(s), we may be unable to fulfill customer

orders and our business could be materially harmed.

Competition

The

industries in which we operate are highly competitive.

Charlie’s Product Line. Our

Charlie's Product Line competes in a highly-fragment industry. Some

identifiable competitors of Charlie's include Naked100, Savage,

Humble, and Beard. Other brands such as Juul, Vuse, Group Mark Ten,

Green Smoke, Blu, Vaporfi, Njoy, Logic, V2, and Apollo all

participate in a different segment of the electronic cigarette

market which appeals to current smokers and recently-converted

electronic cigarette users.

In the

e-liquid space, new brands and products emerge frequently due to

low barriers to entry, despite the need to conform with FDA

guidelines. Companies that produce electronic cigarettes and

vaporizers, including Vaporfi, Atmos and Njoy, carry their own

flavor lines for the refillable market. More recently, the

emergence of disposable vape products from companies such as Puff

Bar have become popular in the market. Other brands like Mount

Baker Vapor focus on wide variety of choice and value, while other

brands like Charlie’s Chalk Dust carve out their identity

with branding, and more nuanced flavor combinations. The nature of

our competitors is varied as the market is highly fragmented and

the barriers to entry into the business are low.

Part

of our business strategy focuses on the establishment of

relationships with distributors and prominent branding focused on

performance and quality. We are aware that e-cigarette

competitors in the industry are also seeking to enter into such

relationships to try and create brand loyalty. In many cases,

competitors for such relationships may have greater management,

human, and financial resources than we do for attracting

distributor relationships. Furthermore, certain of our

electronic cigarette competitors may have better control

of their supply and distribution, are better established, larger

and better financed than our Company.

We plan

to compete primarily on the basis of product quality, brand

recognition, brand loyalty, service, marketing, and advertising. We

are subject to highly competitive conditions in all aspects of our

business. The competitive environment and our competitive position

can be significantly influenced by weak economic conditions,

erosion of consumer confidence, competitors’ introduction of

low-priced products or innovative products, cigarette excise taxes,

higher absolute prices and larger gaps between price categories,

and product regulation that diminishes the ability to differentiate

tobacco products.

We

also compete against “big tobacco” – U.S.

cigarette manufacturers of both conventional tobacco cigarettes and

electronic cigarettes like Altria Group, Inc., Lorillard, Inc. and

Reynolds American, Inc. We compete against big tobacco who offers

not only conventional tobacco cigarettes and

electronic cigarettes but also smokeless tobacco products

such as “snus” (a form of moist ground smokeless

tobacco that is usually sold in sachet form that resembles small

tea bags), chewing tobacco and snuff. Big tobacco has nearly

limitless resources, global distribution networks in place and a

customer base that is fiercely loyal to their brands. Furthermore,

we believe that big tobacco will devote more attention and

resources to developing and offering

electronic cigarettes as the market for

electronic cigarettes grows. Because of their

well-established sales and distribution channels, marketing

expertise and significant resources, big tobacco may be better

positioned than small competitors like us to capture a larger share

of the electronic cigarette market.

Don Polly Product

Line. The market for CBD-based

hemp products is rapidly growing and is highly competitive. The

competition consists of publicly and privately-owned companies,

Source: SEC EDGAR (public domain) · 10-K for the period ended 2020-12-31, filed 2021-04-05 · accession 0001654954-21-003838

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