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Monday, May 29, 2023 5:02:51 PM
“ This prospectus relates to the resale of up to 6,119,121 common shares (“Common Shares”) of Charlotte’s Web Holdings, Inc. (the “Company”) by the selling shareholder named herein (the “Selling Shareholder”). We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by the selling shareholders.
We are registering the Common Shares issuable to the selling shareholder for resale pursuant to the registration rights contained in the subscription agreement between us and the selling shareholder. Our registration of the securities covered by this prospectus does not mean that the Selling Shareholder will offer or sell any of the Common Shares. The Selling Shareholder may sell the Common Shares offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption “Plan of Distribution.” The Common Shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.
We will pay the expenses incurred in registering the shares, including legal and accounting fees. See “Plan of Distribution”.
You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.
Our common shares are publicly listed on the Toronto Stock Exchange (“TSX”) under the symbol “CWEB” and quoted on the OTCQX® Best Market operated by OTC Markets Group, Inc. (the “OTCQX”) under the symbol "CWBHF." The Company’s corporate headquarters is located in Louisville, Colorado in the United States of America. On May 24, 2023, the last reported sale price for our common shares on the TSX was C$0.30 per share and on the OTCQX was US$0.22 per share. We will provide information in any applicable prospectus supplement regarding any listing of securities other than common shares on any securities exchange or marketplace.”
https://www.sec.gov/Archives/edgar/data/1750155/000162828023019745/charlottesweb-424b3.htm
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