cweb-20260814

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Effective as of August 14, 2026, Charlotte’s Web, Inc. (“CW”), a wholly-owned subsidiary of Charlotte’s Web Holdings, Inc. (the “Company”), entered into a Convertible Promissory Note (the “Note”) with DeFloria, Inc., a Delaware corporation (“DeFloria” or the “Borrower”), pursuant to that certain Convertible Note Purchase Agreement, dated as of February 12, 2024 (as amended on August 14, 2026, the “Note Purchase Agreement”). The Note is one of a series of notes issued under the Note Purchase Agreement. DeFloria is a joint venture among CW, AJNA BioSciences (“AJNA”), and a subsidiary of British American Tobacco (“BAT”). AJNA is a botanical drug development company that is partially owned and was co-founded by one of the Company’s founders.

The Note has an aggregate principal amount of $1,582,500, which incorporates and supersedes a prior promissory note dated July 15, 2025 (with $750,000 in original principal and $82,500 of accrued interest as of July 23, 2026). The Note bears interest at a non-compounding rate equal to 8.0% plus the Bank of England Base Rate as of 9:00 a.m. London time on the first calendar day of each calendar quarter, computed on an actual/365 basis. The initial interest rate is 11.25% per annum, resetting quarterly, and is capped at 14% per annum.

The Note matures upon the earlier of: (a) 90 days following written demand by the holders of a majority of the outstanding principal of all notes issued under the Note Purchase Agreement (the “Majority Holders”), which demand may only be made after the 24-month anniversary of the date the Borrower most recently issued a promissory note under the Note Purchase Agreement; or (b) acceleration upon the occurrence of an Event of Default (as defined in the Note). Prepayment of the Note is not permitted without the express written consent of the Majority Holders.

The Note is subject to automatic conversion upon the occurrence of a qualified financing by DeFloria of newly authorized preferred stock to non-affiliated investors for aggregate cash proceeds of at least $10,000,000 at a conversion price equal to the lesser of (i) 80% of the lowest price per share paid by the financing investors, or (ii) the valuation cap of $146,000,000 (the “Valuation Cap”) divided by the fully-diluted capitalization (as determined in accordance with the terms of the Note) immediately following the applicable financing. The Note is subject to optional conversion at the election of CW if DeFloria issues financing securities in a bona fide financing that does not qualify as a qualified financing, at the same conversion price formula.

At maturity of the Note, the Majority Holders may demand payment or conversion of all outstanding indebtedness into a new series of senior preferred stock of DeFloria at a conversion price equal to the Valuation Cap divided by the fully-diluted capitalization. The senior preferred stock will have identical rights, privileges, preferences, seniority, liquidation multiple and restrictions as the most senior preferred stock then outstanding, with price-based preferences calculated using the applicable conversion price.

Events of Default under the Note include, among others: failure to pay amounts due within three Business Days of the due date; material breach of covenants uncured for 30 days; material breach of representations; bankruptcy or insolvency events; failure to comply with certain obligations; and termination events under related commercial agreements. Upon the occurrence of an Event of Default, the Majority Holders may declare all outstanding indebtedness immediately due and payable, with automatic acceleration upon a bankruptcy event. The Note is unsecured and is governed by the laws of the State of Delaware. Additionally, accelerated repayment of all outstanding principal plus accrued interest plus a 20% repayment premium is required upon the occurrence of a deemed liquidation event under the Note, unless CW elects in writing to convert such amounts into senior preferred stock at least seven Business Days before the closing of such event.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q to be filed for the quarter ended September 30, 2026 and is incorporated herein by reference.


British Columbia	000-56364	98-1508633
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


700 Tech Court Louisville, Colorado			80027
(Address of Principal Executive Offices)			(Zip Code)


Title of each class	Trading Symbol	Name of exchange on which registered
N/A	N/A	N/A



Exhibit No.						Description

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)


	CHARLOTTE’S WEB HOLDINGS, INC.

Date: August 20, 2026	By:	/s/ Mindy Garrison
		Mindy Garrison
		Chief Commercial Officer and Corporate Secretary