Cizzle Brands Corporation Announces Filing of Form F-10 Registration Statement with the U.S. Securities and Exchange Commission and Intention to List on a U.S. Exchange; Appoints Finance & Governance Veteran Dominic Scarangella to Board of Directors

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The filing is Cizzle’s first formal step toward listing its common shares on a U.S. exchange and bringing the Company’s story to the world’s largest sports nutrition market; Cizzle further strengthens its Board with the appointment of Dominic Scarangella, a chartered professional accountant and ICD.D with more than 45 years of experience across finance, audit, retail, manufacturing, and mergers and acquisitions.

TORONTO--(BUSINESS WIRE)-- Cizzle Brands Corporation (Cboe Canada: CZZL; OTCQB: CZZLF; Frankfurt: 8YF) (“Cizzle Brands” or the “Company”), the vertically integrated sports nutrition company that is elevating the game in health and wellness, is pleased to announce two important milestones in support of its continued growth: (i) the filing of a registration statement on Form F-10 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”), together with the Company’s intention to list its common shares on a national securities exchange in the United States (the “U.S. Listing”); and (ii) the appointment of Dominic Scarangella, a senior financial executive and corporate director with more than 45 years of experience across finance, audit, retail, manufacturing, and mergers and acquisitions, to the Company’s Board of Directors, effective August 19, 2026.

Cizzle Brands Corporation today announced filing of a Registration Statement on Form F-10 with the U.S. Securities and Exchange Commission, along with the appointment of Dominic Scarangella to the Board of Directors.

The Company has filed the Registration Statement with the SEC under the multijurisdictional disclosure system established between Canada and the United States (the “MJDS”). The MJDS permits eligible Canadian issuers to register securities in the United States using disclosure documents prepared principally in accordance with Canadian securities requirements, allowing the Company to satisfy a significant portion of its U.S. registration and reporting obligations using the continuous disclosure record it already prepares for Canadian securities regulatory authorities.

In connection with the Registration Statement, the Company has applied to list its common shares on a national securities exchange in the United States. The Registration Statement is available through the SEC’s Electronic Data Gathering, Analysis and Retrieval system, commonly known as EDGAR, at www.sec.gov/edgar. The Company’s Canadian continuous disclosure documents are available under its issuer profile on SEDAR+ at www.sedarplus.ca.

The United States is the largest sports nutrition market in the world, and it is where an increasing share of Cizzle’s growth is coming from. Earlier this year, CWENCH Hydration™ launched in the United States at 109 Target stores and on Target.com, the brand’s first major U.S. retail listing and the platform for a broader U.S. retail rollout. CWENCH Hydration™ is now carried in over 6,900 locations across Canada, the United States, and Europe and continues to build its U.S. sports footprint through partnerships, including with USA Hockey and the New York State Amateur Hockey Association.

In its fiscal third quarter of 2026, the Company reported record revenue, up 253% year over year, and delivered its first quarter of positive Adjusted EBITDA, its first full period operating as an integrated platform following the acquisition of The CWENCH Hydration Factory, where the Company’s largest client is Anheuser-Busch following Anheuser-Busch’s acquisition of BeatBox. The U.S. Listing is intended to broaden access to U.S. institutional and retail investors, improve trading liquidity, and raise the Company’s profile in the market where a growing share of its business is being built.

The U.S. Listing remains subject to the Registration Statement being declared effective by the SEC, the approval of the applicable U.S. national securities exchange, and the satisfaction of all applicable listing, regulatory, and corporate requirements. There can be no assurance as to whether or when the Registration Statement will be declared effective, whether a listing application will be approved, or on what terms or timeline a U.S. Listing may be completed. The Company’s common shares will continue to trade on Cboe Canada under the symbol “CZZL”.

Dominic Scarangella Appointed to the Board of Directors

Cizzle Brands is also pleased to announce the appointment of Dominic Scarangella to its Board of Directors, effective August 19, 2026. Mr. Scarangella is a chartered professional accountant and corporate director with more than 45 years of experience across finance, audit, retail, manufacturing, and mergers and acquisitions, including three decades as a senior financial executive of a major publicly traded Canadian retailer. He will serve as a member of the Company’s Audit Committee.

Mr. Scarangella began his career at Price Waterhouse in the 1970s, where he obtained his CA and CPA designations. He subsequently moved into the manufacturing sector as Vice President, Finance, with a number of international organizations, developing deep expertise in distribution and commerce.

Mr. Scarangella then joined Leon’s Furniture Limited, where he spent the next 30 years of his career. As a senior financial executive, he played a major role in growing the company from a $200 million retail operation into a $3 billion operation, leading both organic growth initiatives and a sustained program of mergers and acquisitions. He also served on various boards within the organization before retiring in 2018. Mr. Scarangella subsequently obtained his ICD.D designation from the Institute of Corporate Directors at the University of Toronto’s Rotman School of Management.

Mr. Scarangella later came out of retirement to serve as Chief Operating Officer of Artisan Complete, where he led the redesign of the business strategy to improve profitability and, having achieved that objective, took the lead role in the successful sale of the business, which was concluded in January 2020.

Management Commentary

“Cizzle was built to compete at the highest level, and today we are taking that ambition to the biggest stage in our industry,” said John Celenza, Founder, Chairman, and Chief Executive Officer of Cizzle Brands Corporation. “The United States is the largest sports nutrition market in the world. It is where CWENCH is starting to win shelf space, and it is where the next phase of our growth will happen. Filing our Form F-10 is the first step in making sure our shareholder base and our access to capital match the size of that opportunity. A U.S. listing would put Cizzle in front of a far deeper pool of investors, improve liquidity for our shareholders, and give us the currency and the visibility to keep building a category-leading platform.”

“We are equally excited to welcome Dominic Scarangella to our Board of Directors,” continued Mr. Celenza. “Dominic spent 30 years helping take Leon’s from a $200 million business to a $3 billion business. He has lived the exact journey we are on: scaling a business through disciplined growth, acquisitions, and the reporting standards that come with the public markets. Very few people can bring that kind of bench strength to a company at our stage, and we are fortunate to have him in our corner as we grow our manufacturing platform and accelerate our growth in the United States.”

“Cizzle Brands has built something rare for a company of its size: brands that consumers are genuinely pulling off the shelf, paired with the manufacturing capacity to supply them,” said Mr. Scarangella. “I spent my career helping companies grow more than tenfold, and I know what disciplined, durable growth looks like from the inside. Cizzle has the brands, the platform, and the ambition. I am looking forward to working with John and the Board to help take this Company to the next level in the United States and beyond.”

No Offer or Solicitation

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities are being offered or sold pursuant to this news release. The Registration Statement has been filed with the SEC but has not yet become effective, and the securities described in the Registration Statement may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective. Any offering of securities under the Registration Statement would be made only by means of a prospectus and prospectus supplement setting out the specific terms of the offering.

About Cizzle Brands Corporation

Cizzle Brands Corporation is a vertically integrated sports nutrition company that is elevating the game in health and wellness. Through extensive collaboration and testing with leading athletes and trainers across several sports, Cizzle Brands has launched three game-changing brands: (i) CWENCH Hydration™, a better-for-you sports drink that is now carried in over 6,900 locations in Canada, the United States, and Europe; (ii) Spoken™ Nutrition, a premium brand of athlete-grade nutraceuticals that carry the prestigious NSF Certified for Sport® qualification; and (iii) HappiEats™, upgrading everyday eats with high-performance foods such as Sport Pasta™ and SnakStars™ Sport Bites. It also owns and operates The CWENCH Hydration Factory, a manufacturing facility that produces CWENCH Hydration and other leading beverage brands in Tetra Pak packaging. All Cizzle Brands products are designed to help people of all ages achieve their best in competitive sports and in living a healthy, vibrant, active lifestyle.

For more information about Cizzle Brands, please visit: https://www.cizzlebrands.com/
For more information about CWENCH Hydration™, please visit: https://www.cwenchhydration.com
For more information about Spoken™ Nutrition, please visit: https://www.spokennutrition.com
For more information about HappiEats™, please visit: https://www.myhappieats.com

On behalf of the Board of Directors of the Company,

CIZZLE BRANDS CORPORATION

“John Celenza”

John Celenza, Founder, Chairman, and Chief Executive Officer

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This news release contains “forward-looking information” which may include, but is not limited to, information with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, such as, but not limited to: the Registration Statement being declared effective by the SEC; the filing and approval of a listing application with a national securities exchange in the United States; the completion, timing, and anticipated benefits of the U.S. Listing, including any expected effect on the Company’s shareholder base, trading liquidity, access to capital, or market visibility; the Company’s continued eligibility to use the MJDS; the appointment of Mr. Scarangella and his service on the Audit Committee; expected financial results, manufacturing efficiency, new products of the Company and potential sales and distribution opportunities. Such forward-looking information is often, but not always, identified by the use of words and phrases such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company.

Forward-looking information involves known and unknown risks, uncertainties and other risk factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks include risks related to increased competition and current global financial conditions, access and supply risks, reliance on key personnel, operational risks, regulatory risks, financing, capitalization and liquidity risks, and risks that the Registration Statement may not be declared effective, that a listing application may not be approved, or that the U.S. Listing may not be completed on the anticipated timeline or at all. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation, except as otherwise required by law, to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors change.

This news release refers to Adjusted EBITDA, which is a supplemental financial measure that is not recognized under IFRS or U.S. GAAP and does not have a standardized meaning prescribed by IFRS or U.S. GAAP. Accordingly, Adjusted EBITDA may not be comparable to similarly titled measures presented by other companies. Management uses Adjusted EBITDA as a supplemental measure to assess operating performance and business trends. Adjusted EBITDA should not be considered in isolation or as a substitute for financial measures prepared in accordance with IFRS, including net loss, comprehensive loss, cash flow from operating activities or other measures of financial performance or liquidity. For additional information regarding Adjusted EBITDA, including its composition and reconciliation to the most directly comparable IFRS measure, readers should refer to the Company’s interim MD&A for the three and nine months ended April 30, 2026, available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260819464563/en/

For further information:
Setti Coscarella
Head of Corporate Development
investors@cizzlebrands.com
1-844-588-2088

Source: Cizzle Brands Corporation