CWBHF Charlotte's Web Holdings, Inc.
Price Chart
Executive Summary
Charlotte's Web closed its previously announced transaction with BAT, issuing 14,662,765 common shares for US$10M and converting C$75.3M of convertible debentures plus accrued interest into 95,281,277 common shares at C$0.94 per share. BAT now holds ~40.6% of the outstanding shares, eliminating its convertible debenture but massively diluting existing shareholders. The new investor rights agreement grants BAT board representation, pre-emptive rights, and a standstill until May 2028.
Key Financial Metrics
Actionable Insight
The massive dilution (~40.6% to BAT) and elimination of debt create a fundamentally new capital structure. Monitor BAT's strategic direction and potential further capital raises; the company retains pre-emptive rights that could limit future equity issuances without BAT participation. The 18-month share lock-up (until November 2027) and 2-year standstill provide near-term stability.
Key Facts
- BAT acquired 14,662,765 common shares at C$0.94 per share for an aggregate of US$10 million (C$13.9 million).
- Converted C$75.3 million principal plus accrued interest on convertible debenture into 95,281,277 common shares at a reduced conversion price of C$0.94 per share.
- BAT now holds 109,944,042 common shares, representing approximately 40.6% of the 270,549,931 shares outstanding.
- Convertible debenture terminated, eliminating C$75.3 million in debt and associated interest obligations.
- Amended investor rights agreement includes BAT board nomination rights (minimum 2 directors), pre-emptive rights, top-up rights, demand and piggyback registration rights, and a standstill provision until May 28, 2028.
Financial Impact
US$10 million cash infusion plus elimination of C$75.3 million convertible debenture; dilution of approximately 40.6% to existing shareholders.
Risk Factors
- Existing shareholders face significant dilution; BAT now controls ~40.6% of the company and has board seats, potentially directing strategy.
- The company remains a small-cap cannabinoid firm with uncertain revenue prospects; no financial results were disclosed in this filing.
- BAT's registration rights could lead to a secondary offering after the lock-up period, creating overhang.
Market Snapshot
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001750155-26-000094 |
| Document: cweb-20260528.htm | 0001750155-26-000094 |
| Document: amendmenttodebentureandcon.htm | 0001750155-26-000094 |
| Document: 0001750155-26-000094-index-headers.html | 0001750155-26-000094 |
| Document: 0001750155-26-000094-index.html | 0001750155-26-000094 |
| Document: 0001750155-26-000094.txt | 0001750155-26-000094 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
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Jun 5, 2026
9d ago
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8-K
| $0.4390 awaiting T+1 | awaiting T+1 | — | $0.3980 (−9.34%) |
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Jun 3, 2026
11d ago
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8-K
| $0.4170 $0.4320 | ▲ +3.60% | ▲ +6.20% | $0.3980 (−4.56%) |
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Jun 1, 2026
13d ago
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8-K
| $0.4910 $0.4260 | ▼ −13.24% | ▼ −12.52% | $0.3980 (−18.94%) |
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May 13, 2026
4w ago
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8-K
| $0.4860 $0.4520 | ▲ +7.00% | ▲ +7.77% | $0.3980 (+18.11%) |
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Apr 16, 2026
8w ago
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DEFA14A
| $0.6080 $0.6150 | ▲ +1.15% | ▼ −0.06% | $0.3980 (−34.54%) |
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Mar 31, 2026
10w ago
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8-K
| $0.7350 $0.7820 | ▲ +6.39% | ▲ +5.65% | $0.3980 (−45.85%) |
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Mar 31, 2026
10w ago
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DEFA14A
| $0.7350 $0.7820 | ▲ +6.39% | ▲ +5.65% | $0.3980 (−45.85%) |
US Market Status
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