Louisville, Colorado–May 28, 2026 – Charlotte’s Web Holdings, Inc. (TSX: CWEB) (OTCQX: CWBHF) (“Charlotte’s Web” or the “Company“) is pleased to announce that, further to its press release dated March 30, 2026, Charlotte’s Web has closed the transaction with BT DE Investments Inc. (“BAT”), a subsidiary of British American Tobacco p.l.c. (LSE: BATS) (NYSE: BTI), comprised of two components: (i) the amendment and conversion of BAT’s outstanding C$75.3 million (or approximately US$55 million) as of May 28, 2026 principal amount of the convertible debenture, as well as all accrued interest thereon, into common shares of Charlotte’s Web at a conversion price of C$0.94 per share; and (ii) a concurrent additional equity investment by BAT of US$10 million by way of a private placement at a per share price (the “Subscription Price”) of C$0.94 (collectively, the “Transaction”). The Transaction is subject to final approval from the Toronto Stock Exchange (the “TSX”).
“This transaction meaningfully strengthens our balance sheet and enhances our capital position,” said Bill Morachnick, Chief Executive Officer of Charlotte’s Web. “With increased financial flexibility and a streamlined capital structure, we are better positioned to execute our growth strategy, expand access, and deliver long-term value for our shareholders. We are grateful to British American Tobacco for their continued investment.”
Transaction Overview
Amendment and Conversion of Outstanding Debenture
The convertible debenture issued by Charlotte’s Web to BAT on November 14, 2022, in the original principal amount of C$75,341,080 (US$54.7 million), was amended and converted in full into common shares of Charlotte’s Web at a conversion price of C$0.94 per share. The converted amount includes the full principal amount of C$75,341,080 together with C$14,223,321 (US$10.3 million) in accrued interest, for a total converted amount of C$89,564,401 (US$65 million), resulting in the issuance of 95,281,277 common shares to BAT in full and final settlement of the convertible debenture.
US$10 Million Concurrent Private Placement
Concurrently with the debenture conversion, BAT subscribed for an additional non-brokered private placement of 14,662,765 common shares of Charlotte’s Web at the Subscription Price, for gross proceeds of US$10 million (C$13.8 million). The net proceeds of the cash will be used to support the Company’s participation in the anticipated CMMI Medicare pilot program and other medical channel initiatives. The program creates a pathway for eligible Medicare beneficiaries to access CBD products through consultation with their physician, subject to program requirements and regulatory approvals.
The Company is a corporation existing under the laws of the province of British Columbia with its head office located at 700 Tech Court, Louisville, Colorado 80027, USA. BAT is a corporation existing under the laws of the state of Delaware with its head office located at 401 North Main Street, Winston-Salem, North Carolina 27010, USA.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Charlotte’s Web Holdings, Inc.
Charlotte’s Web Holdings, Inc., a Certified B Corporation headquartered in Louisville, Colorado, is a botanical wellness innovation company and a market leader in hemp extract wellness that includes Charlotte’s Web whole-plant full-spectrum CBD extracts as well as broad-spectrum CBD and cannabinoid isolates. The Company’s hemp extracts have naturally occurring botanical compounds including cannabidiol (“CBD”), CBN, CBC, CBG, THC, terpenes, flavonoids, and other beneficial compounds. Charlotte’s Web product categories include CBD oil tinctures (liquid products), CBD gummies (sleep, calming, exercise recovery, immunity), CBN gummies, hemp-derived THC microdose gummies, functional mushroom gummies, CBD capsules, CBD topical creams, and lotions, as well as CBD pet products for dogs. Through its substantially vertically integrated business model, Charlotte’s Web maintains stringent control over product quality and consistency with analytic testing from soil to shelf for quality assurance. Charlotte’s Web products are distributed to retailers and healthcare practitioners throughout the U.S.A. and are available online through the Company’s website at www.charlottesweb.com.
Shares of Charlotte’s Web trade on the Toronto Stock Exchange (TSX) under the symbol “CWEB” and are quoted in U.S. Dollars in the United States on the OTCQX under the symbol “CWBHF”. Subscribe to Charlotte’s Web investor news.
