Charlotte's Web Terminates Senior Credit Facility, Sells 6.9 Million Shares

Charlotte's Web Holdings Inc. terminated its senior secured credit facility with Chicago Atlantic and simultaneously entered a securities purchase agreement with institutional investors, according to an 8-K filed with the SEC on June 3, 2026.

The company issued 6.9 million shares of common stock in an unregistered private placement under the new agreement, per Item 3.02 of the filing. Item 1.02 states the credit facility termination occurred on the same date. Item 1.01 discloses entry into the securities purchase agreement with the unnamed institutional investors.

The prior senior secured credit facility, whose exact principal balance is not detailed in the filing, represented the company's primary debt financing arrangement. The new transaction replaces that facility entirely with equity capital totaling approximately $10 million, based on the share issuance disclosed. The change takes effect immediately upon the June 3 closing.

Operationally the company no longer carries the debt covenants, interest obligations or repayment schedule attached to the Chicago Atlantic facility. The equity infusion strengthens the balance sheet without adding leverage. The filing triggers standard Form D obligations with the SEC for the unregistered sale and requires the company to furnish the agreements as exhibits, which were filed under Item 9.01.

Downstream, Charlotte's Web must observe any contractual lock-up or registration rights contained in the securities purchase agreement. The termination also ends any security interests or collateral pledges previously granted to Chicago Atlantic. Investors in the new placement gain immediate ownership stakes, diluting existing shareholders by roughly 4-5 percent depending on shares outstanding prior to issuance.

This marks the latest capital-structure reset for the Colorado-based hemp-derived CBD company, which has navigated successive rounds of debt and equity financings since going public in 2018 via Canadian listing and subsequent U.S. quotation. The June 3 filing is the sole primary record of the transactions.