Charlie's Holdings Inc (CHUC)

[db7]

Pursuant to an Agreement and Plan of Merger dated June 7, 2012 (the “Merger Agreement”), Bazi Acquisition Sub Inc., a Delaware corporation, which was wholly owned by us (the “Merger Sub”), was merged with and into True Drinks, Inc., a Delaware corporation (“True Drinks”), and in exchange for all the outstanding capital stock of True Drinks, former stockholders of True Drinks received a total number of 1,544,565 shares of our Series A Convertible Preferred Stock, par value $.001 per share (“Series A Preferred”) (such transaction, the “Merger”). The Series A Preferred will be automatically converted into an approximate total of 2,530,399,056 shares of the Company’s common stock, par value $.001 (the “Common Stock”), upon the effectiveness of the Amendment. As a result of the Merger, True Drinks became our wholly-owned subsidiary.

The Name Change and Increase of Authorized Shares were approved by the holders of a majority of our Common Stock and Series A Preferred voting together on an as-converted basis on November 29, 2012.