Company intends to uplist to a national securities exchange in 2026

COSTA MESA, CA, April 01, 2026 (GLOBE NEWSWIRE) -- Charlie's Holdings, Inc. (OTCQB:CHUC) ("Charlie's" or the "Company"), an industry leader in the premium vapor products space, reported results for the twelve months ended December 31, 2025. The Company also announced that its independent registered public accounting firm, Urish Popeck & Co., LLC, has issued an unqualified ("clean") audit opinion on the Company's financial statements for the year, removing the "going concern" explanatory paragraph that was included in several previous years' reports.

Key Financial Highlights for 2025 (compared with 2024)

• Revenue increased 169% to $20.9 million
• Net income of $4.5 million, from a loss of $4.2 million
  
  

Key Balance Sheet Highlights for 2025 (compared with 2024)

• Cash balance of $1.3 million, compared to $0.2 million
• Total assets of $11.6 million, compared to $3.9 million
• Total shareholders' equity of $3.4 million, compared to a deficit of ($1.8) million
  
  

Recent Business Highlights

• Removal of Going Concern Explanatory Paragraph: The Company's audit report for the fiscal year ended 2025 no longer includes an explanatory paragraph regarding substantial doubt about its ability to continue as a going concern, reflecting significant improvements in liquidity and overall financial condition. This milestone strengthens Charlie's positioning for a potential uplisting to a national securities exchange.
  1. Not including revenue from discontinued operations, the company achieved 2025 top line sales in excess of $20 million.
  2. From a net loss of $4.2 million in 2024, the Company earned a net profit of $4.5 million in 2025.
  3. On August 26, 2025 the Company announced that it signed a very favorable $2 million credit facility with Michael D. King, one of the independent members of Charlie's Board of Directors. On March 24, 2026, the Company entered into an amendment to the loan to extend the maturity date of the loan to June 1, 2027 with a balloon principal payment due on maturity with interest only paid monthly until maturity.
• PMTA Products Asset Sales: On August 8, 2025, the Company entered into and closed a PMTA asset sale for one PACHA synthetic product and related asset, bringing the total PMTA Products purchased by a ("Big Tobacco") strategic Buyer to sixteen. The purchase price for this latest (single) PMTA asset was $1 million paid at closing. Accordingly, PMTA Products Strategic Partnerships have now generated $7.5 million in income with an additional $4.2 million in contingent payments possible over the next 12 months. The Company believes that the imputed and strategic value of its remaining 678 PMTA products significantly exceeds Charlie's current market cap.
• IKE Age-Gating Technology: In January 2026, the Company signed a definitive licensing agreement with IKE Tech LLC ("IKE") to commercialize the first-ever AI-powered blockchain-based age-gating system for age-gated products that can satisfy or accommodate concerns the FDA has related to under-age youth access. In Q2 2026 Charlie's plans to test-market the patented IKE age-gating system with a special line of the Company's SBX nicotine analogue product; simultaneously, Charlie's intends to amend certain of its existing Premarket Tobacco Applications (PMTAs) with the FDA for PACHA brand ENDS with the IKE system. The Company believes Charlie's could become the first Company to demonstrate to the FDA that age-gated flavored vape products are "appropriate for the protection of public health" and that such a success could enable Charlie's to realize hundreds of millions of dollars in licensing revenue and/or a transformational strategic partnership with one of the world's largest tobacco companies.
• SBX Beats Juul… 15:1: In a Company-sponsored focus group survey of adult consumers who vape, Charlie's SBX Disposables were overwhelmingly preferred over Juul tobacco-flavored vapes. Of 306 survey participants, 287 preferred SBX over Juul. SBX is greatly expanding Charlie's retail distribution through chain convenience stores that wish to carry flavored disposable vapes that are not in violation of the FDA's PMTA review process.
• Charlie's opens US manufacturing facility: The Company announced that it opened its first US manufacturing facility in Q4 2025 for filling of select product lines. In addition to mitigating shipping delays and tariff costs, the US-filled line enables Charlie's to meet new domestic manufacturing requirements that have been announced by large states. The Company's new line meets these new domestic manufacturing requirements and appeals, broadly, to adult consumers who prefer "Made in America" products.
• Charlie's products receive California Unflavored Tobacco List ("UTL") approval: In Q1 2026, the Company's Virginia Tobacco SBX and PACHA products were added to the UTL and thus made legal to sell in the State of California. This regulatory achievement demonstrates Charlie's continuing commitment to full regulatory compliance and enables all California smoke shops, gas stations, and c-stores to carry Charlie's market leading, legal vapor products.
  
  

Strategic Initiatives for 2026

• Grow sales and retail distribution through chain convenience stores in select markets across the US. Though the US market has again been flooded with illicit Chinese products in the first quarter of 2026, the Company intends to continue to focus its sales and marketing efforts on retailers and distributors who value Charlie's commitments to regulatory compliance, youth access prevention, and best-in-class product design.
• Utilize the IKE age-gating technology/license; amass market data with age-gated disposables. The Company believes that such a success could enable Charlie's to realize hundreds of millions of dollars in licensing revenue and/or a transformational strategic partnership with one of the world's largest tobacco companies.
• Introduce cutting-edge 75K-Puff disposable devices for both the SBX and the Pachamama product lines. Under two of the Company's market-leading brands, in Q2 2026 Charlie's plans to introduce ultra-modern, high puff-count disposables with select distributor partners.
• Form new strategic partnership(s) to monetize the Company's PMTA-submitted PACHA synthetic nicotine products. The Company believes that the imputed and strategic value of its 678 PMTA products significantly exceeds Charlie's current market cap.
• Grow international sales to mitigate US regulatory risks. Presently, approximately 8% of Charlie's vapor product sales come from the international market. The Company believes international growth represents a prudent commercial opportunity that could substantially mitigate FDA regulatory risk in the US. In 2026 the Company intends to explore organic growth with existing international customers, opportunistic international acquisitions, and strategic hires in Europe.
• Uplist to a National Securities Exchange. Now that Charlie's independent registered public accounting firm, Urish Popeck & Co., LLC, has issued an unqualified ("clean") audit opinion on the company's financial statements for the year – thus removing the "going concern" explanatory paragraph – the Company intends to uplist in 2026.
  
  

Management Commentary

"2025 was a fantastic year for Charlie's. If one were to include, as top-line revenue, our $7.5 million in PMTA product sales and our $3 million+ in discontinued Don Polly sales, Charlie's revenue actually eclipsed $30 million… and was the highest grossing year in company history!" commented Ryan Stump, Charlie's Chief Operating Officer. "Though the US market has again been flooded with illicit Chinese products in the first quarter of 2026, this year we intend to focus squarely on: (i) growing Charlie's sales and retail distribution; (ii) utilizing the IKE age-gating license to become the first company to demonstrate to the FDA that flavored vape products are ‘appropriate for the protection of public health,' and (iii) forming new strategic partnerships to monetize the Company's PMTA products."

"We are pleased that our 2025 audit report no longer includes a ‘going concern' explanatory paragraph, underscoring the substantial progress we have made in strengthening our financial position and liquidity," said Henry Sicignano, President of Charlie's. "With our strengthened financial position – combined with the Company's decision to discontinue Don Polly LLC operations and to no longer sell Don Polly's CBD/hemp branded products – we are now well-positioned to focus on our market-leading vapor products and to uplist to a national securities exchange. We believe a 2026 uplist will significantly benefit Charlie's shareholders."

Financial Results for the Twelve Months Ended December 31, 2025:

• Revenue: For the twelve months ended December 31, 2025 revenue was $20.9 million, an increase of $13.2 million, or 169%, compared with $7.8 million for the twelve months ended December 31, 2024. The increase in revenue was all due to the increase in nicotine-based product and nicotine alternative products sales. Sales of SBX, a non-nicotine, disposable vapor product which is not subject to FDA review, experienced a significant increase during the year ended December 31, 2025. Revenue does not include more than $3.0 million in Don Polly sales as the Don Polly LLC division was closed permanently in 2025.
  
  
• Gross Profit: For the twelve months ended December 31, 2025 gross profit was $5.7 million, an increase of $2.8 million, or 97%, compared with $2.9 million for the twelve months ended December 31, 2024. The resulting gross margin for the twelve months ended December 31, 2025 was 27.0%, compared with 37.1% for the twelve months ended December 31, 2024.
  
  
• Total Operating Expenses: For the twelve months ended December 31, 2025, total operating expenses, including general and administrative, sales and marketing and research and development costs, were $7.8 million, an increase of $1.6 million, or 27%, compared with $6.2 million the twelve months ended December 31, 2024.
  
  
• Net Income/Loss: For the twelve months ended December 31, 2025, net income was $4.5 million, compared with a net loss of $4.2 million for the twelve months ended December 31, 2024. Net income for the twelve months ended December 31, 2025 included $7.5 million gain on sale of PMTA products/intellectual property and $0.2 million of income from discontinued operations (net of tax).
  
  

About Charlie's Holdings, Inc.

Charlie's Holdings, Inc. (OTCQB:CHUC) is an industry leader in the premium vapor products space. The Company's products are sold around the world to select distributors, specialty retailers, and third-party online resellers through subsidiary company Charlie's Chalk Dust, LLC. Charlie's Chalk Dust has developed an extensive portfolio of brand styles, flavor profiles, and innovative product formats.

For additional information, please visit Charlie's corporate website at: Chuc.com and the Company's branded online websites: sbxvape.com, CharliesChalkDust.com, enjoypachamama.com, and Pacha.co.

Safe Harbor Statement 

This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding the Company's overall business, existing and anticipated markets and expectations regarding future sales and expenses. Words such as "expect," "anticipate," "should," "believe," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "could," "intend," variations of these terms or the negative of these terms, and similar expressions, are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control. The Company's actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: the Company's ongoing ability to quote its shares on the OTCQB; whether the Company will meet the requirements to up-list to a national securities exchange in the future; the Company's ability to successfully increase sales and enter new markets; whether the Company's PMTA's for its nicotine-containing products will be authorized by the FDA, and the FDA's decisions with respect to the Company's future PMTA's for nicotine products; the Company's ability to manufacture and produce products for its customers; the Company's ability to formulate new products; the acceptance of existing and future products; the complexity, expense and time associated with compliance with government rules and regulations affecting nicotine, synthetic nicotine, products containing nicotine substitutes, and products containing cannabidiol; litigation risks from the use of the Company's products; risks of government regulations; the impact of competitive products; and the Company's ability to maintain and enhance its brands, as well as other risk factors included in the Company's most recent quarterly report on Form 10-Q, annual report on Form 10-K, and other SEC filings. These forward-looking statements are made as of the date of this press release and are based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations.

Investors Contact:

IR@charliesholdings.com

Phone: 949-570-069