Submission of Matters to a Vote of Security Holders Form 8 K

Item 4.01(b) Changes in Registrant's Certifying Accountant.

On June 28, 2024, the Audit Committee of the Board of Directors of Charlie's Holdings, Inc. (the "Company") engaged the independent accounting firm Urish Popeck & Co., LLC to serve as its independent certified public accounting firm effective immediately. During the two most recent fiscal years and through the date of this Current Report on Form 8-K, neither the Company nor anyone on its behalf consulted with Urish Popeck & Co., LLC regarding any of the following:

1. The application of accounting principles to a specific transaction, either completed or proposed;

2. The type of audit opinion that might be rendered on the Company's financial statements, and none of the following was provided to the Company: (a) a written report, or (b) oral advice that Urish Popeck & Co., LLC concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or

3. Any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K; or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.