{"filing":{"accession_number":"0001750155-26-000094","cik":"0001750155","ticker":"CWBHF","company_name":"Charlotte's Web Holdings, Inc.","form":"8-K","filing_date":"2026-06-03","report_date":null,"primary_document":"cweb-20260528.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1750155/000175015526000094/cweb-20260528.htm"},"events":[{"id":7322,"run_id":6429,"accession_number":"0001750155-26-000094","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"British American Tobacco (BAT) acquired approximately 40.6% ownership of Charlotte's Web Holdings through a combination of: (1) purchase of 14,662,765 common shares for C$13.9 million under a Subscription Agreement dated March 30, 2026 (closed May 28, 2026); (2) conversion of a Convertible Debenture (originally issued November 14, 2022) into 95,281,277 common shares following amendment of conversion terms; and (3) amended investor rights including board nomination rights, registration rights, and standstill provisions. This represents a significant change of control event and material restructuring of the company's capital structure and governance.","company_name":"Charlotte's Web Holdings, Inc.","ticker":"CWBHF","filing_date":"2026-06-03","form":"8-K","submitted_at":null,"items":[{"id":4161,"accession_number":"0001750155-26-000094","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses a material acquisition of equity and conversion of convertible debt by BAT, resulting in BAT acquiring approximately 40.6% ownership of Charlotte's Web Holdings. The filing describes: (1) BAT's purchase of 14,662,765 Common Shares for C$13.9 million under a Subscription Agreement dated March 30, 2026, closing May 28, 2026; (2) concurrent conversion of the Convertible Debenture (originally issued November 14, 2022) into 95,281,277 Common Shares following amendment of conversion terms; and (3) amended investor rights including board nomination rights, registration rights, and standstill provisions. This represents a significant change of control event—BAT's ownership increased from a convertible debt holder to a 40.6% shareholder with substantial governance rights, triggering Item 1.01 disclosure of entry into material definitive agreements (the Subscription Agreement, Amendment and Conversion Notice, and Amended \u0026 Restated Investor Rights Agreement).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:51:44.974100+00:00","company_name":"","ticker":null,"filing_date":""},{"id":4162,"accession_number":"0001750155-26-000094","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 1.02 discloses termination of a material definitive agreement—specifically a Convertible Debenture—through conversion of its principal and accrued interest. This represents a material change in the company's capital structure and debt obligations, qualifying as M\u0026A-related activity (debt restructuring/conversion). The conversion of a convertible debenture is a material event affecting the registrant's financial position and shareholder equity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:51:44.974100+00:00","company_name":"","ticker":null,"filing_date":""},{"id":4163,"accession_number":"0001750155-26-000094","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses two unregistered equity issuances on May 28, 2026: (1) issuance of Purchased Shares to BAT for US$10,000,000 under Section 4(a)(2)/Regulation D exemption, and (2) conversion of a Convertible Debenture into 95,281,277 Common Shares at C$0.94 per share under Section 3(a)(9) exemption. The conversion of debt into a large number of common shares (95+ million shares) represents substantial dilution to existing shareholders and is a material capital event requiring disclosure under Item 3.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:51:44.974100+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":4161,"accession_number":"0001750155-26-000094","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses a material acquisition of equity and conversion of convertible debt by BAT, resulting in BAT acquiring approximately 40.6% ownership of Charlotte's Web Holdings. The filing describes: (1) BAT's purchase of 14,662,765 Common Shares for C$13.9 million under a Subscription Agreement dated March 30, 2026, closing May 28, 2026; (2) concurrent conversion of the Convertible Debenture (originally issued November 14, 2022) into 95,281,277 Common Shares following amendment of conversion terms; and (3) amended investor rights including board nomination rights, registration rights, and standstill provisions. This represents a significant change of control event—BAT's ownership increased from a convertible debt holder to a 40.6% shareholder with substantial governance rights, triggering Item 1.01 disclosure of entry into material definitive agreements (the Subscription Agreement, Amendment and Conversion Notice, and Amended \u0026 Restated Investor Rights Agreement).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:51:44.974100+00:00","company_name":"Charlotte's Web Holdings, Inc.","ticker":"CWBHF","filing_date":"2026-06-03"},{"id":4162,"accession_number":"0001750155-26-000094","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 1.02 discloses termination of a material definitive agreement—specifically a Convertible Debenture—through conversion of its principal and accrued interest. This represents a material change in the company's capital structure and debt obligations, qualifying as M\u0026A-related activity (debt restructuring/conversion). The conversion of a convertible debenture is a material event affecting the registrant's financial position and shareholder equity.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:51:44.974100+00:00","company_name":"Charlotte's Web Holdings, Inc.","ticker":"CWBHF","filing_date":"2026-06-03"},{"id":4163,"accession_number":"0001750155-26-000094","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses two unregistered equity issuances on May 28, 2026: (1) issuance of Purchased Shares to BAT for US$10,000,000 under Section 4(a)(2)/Regulation D exemption, and (2) conversion of a Convertible Debenture into 95,281,277 Common Shares at C$0.94 per share under Section 3(a)(9) exemption. The conversion of debt into a large number of common shares (95+ million shares) represents substantial dilution to existing shareholders and is a material capital event requiring disclosure under Item 3.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-04T02:51:44.974100+00:00","company_name":"Charlotte's Web Holdings, Inc.","ticker":"CWBHF","filing_date":"2026-06-03"}]}