Charlotte's Web Holdings, Inc. filed its Form 10-Q for the quarterly period ended September 30, 2026, with the SEC on November 12, 2026, reporting a net loss of $3.458 million for the third quarter and disclosing a significant mid-year conversion of its convertible debenture into common shares.

Key Highlights

  • Q3 2026 net loss: $3.458 million, compared to a net loss of $5.818 million in Q3 2025, according to the filing.
  • Nine-month net loss: $20.697 million for the nine months ended September 30, 2026, versus $18.318 million for the same period in 2025.
  • Convertible debenture eliminated: The $50.849 million convertible debenture reported at December 31, 2025 was converted into 95,281,277 common shares during Q2 2026, resulting in a $64.982 million increase to additional paid-in capital and a $4.216 million loss on extinguishment of debt.
  • Shareholders' equity turned positive: Total shareholders' equity was $53.077 million as of September 30, 2026, compared to a deficit of $2.039 million at December 31, 2025.
  • Shares outstanding increased sharply: Common shares issued and outstanding grew to 271,291,529 as of September 30, 2026, from 159,420,141 at December 31, 2025.
  • Revenue declined: Q3 2026 revenue was $9.393 million, down from $11.503 million in Q3 2025; nine-month revenue was $31.407 million versus $36.571 million a year earlier.
  • Cash position: Cash and cash equivalents were $11.364 million at September 30, 2026, up from $8.035 million at December 31, 2025.

Charlotte's Web Reports Debenture Conversion and Narrowed Q3 Loss

According to the filing, Charlotte's Web Holdings, Inc. (common shares registered under Section 12(g) of the Exchange Act; the cover page lists no exchange or trading symbol under Section 12(b)) reported third-quarter 2026 revenue of $9.393 million, a decline from $9.393 million -- compared with $11.503 million in Q3 2025. Cost of goods sold fell to $4.990 million from $7.026 million in the prior-year quarter, producing gross profit of $4.403 million. Selling, general, and administrative expenses were $8.097 million, down from $9.731 million. The resulting operating loss for Q3 2026 was $3.694 million, narrower than the $5.254 million operating loss in Q3 2025.

The most significant balance-sheet development during the nine-month period, the filing disclosed, was the conversion of the convertible debenture. The debenture, carried at $50.849 million at December 31, 2025, was converted into 95,281,277 common shares during the second quarter of 2026, adding $64.982 million to additional paid-in capital. The company also recorded a $4.216 million loss on extinguishment of debt in connection with this transaction. Separately, the filing noted that 14,662,765 common shares were issued by private investment, adding $10.000 million to additional paid-in capital. These transactions together shifted total shareholders' equity from a deficit of $2.039 million at year-end 2025 to a positive $53.077 million at September 30, 2026.

For the nine months ended September 30, 2026, net cash used in operating activities was $6.272 million, compared with $12.246 million in the same period of 2025. Total assets were $72.436 million at September 30, 2026, versus $75.273 million at December 31, 2025. The accumulated deficit stood at $352.007 million as of September 30, 2026, up from $331.310 million at December 31, 2025. The registrant had 271,798,127 shares issued and outstanding as of November 9, 2026, according to the filing's cover page.

What Was Disclosed

Charlotte's Web Holdings filed its unaudited quarterly report for the period ended September 30, 2026, disclosing a Q3 net loss of $3.458 million, a year-over-year revenue decline, elimination of a convertible debenture through share conversion, and a shift to positive shareholders' equity of $53.077 million.