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Chanson International Holding plans significant governance and capital-structure changes. The board approved issuing 70,000 Class B ordinary shares to Danton Global Limited, a company wholly owned by CEO Gang Li, at US$1.17 per share.
Class A shareholders are being asked on August 24, 2026 to approve a Class B voting change so each Class B share would carry 80 votes instead of 50, while each Class A share remains at one vote; the company states this will dilute the voting power of Class A shares. A subsequent shareholders’ meeting the same day will consider adopting amended articles to reflect this change and authorizing a share consolidation between 2‑for‑1 and 250‑for‑1 of authorized and issued shares, primarily to address Nasdaq’s US$1.00 minimum bid price requirement, along with related charter updates and adjournment authority. The board recommends voting in favor of all proposals.
Chanson International Holding reported a leadership change in its finance team. On June 26, 2026, chief financial officer Jihong Cai resigned, effective immediately, citing other commitments, and the company stated there were no disagreements between her and the company.
On the same date, the board appointed Gang Liu as the new chief financial officer, also effective immediately. Liu brings over 30 years of accounting and financial management experience across multiple Xinjiang-based companies and holds advanced professional designations in accounting and tax.
In connection with his appointment, the company entered into an employment agreement and an indemnification agreement with Liu, using standard forms previously filed as exhibits. The contents of this report are incorporated by reference into existing Form S-8 and Form F-3 registration statements.
Chanson International Holding is implementing a 100-for-1 share consolidation effective May 7, 2026. Each 100 ordinary shares will automatically combine into one share, with no action required from shareholders and no fractional shares issued, as holders receive one whole share instead.
The authorised capital will shift from 4,110,000,000 Class A shares at US$0.0001 par to 41,100,000 Class A shares at US$0.01 par, with a similar change for Class B shares. Issued and outstanding Class A shares will move from 363,907,905 to approximately 3,639,079, including a reduction in shares issued but reserved for the at-the-market offering program.
Chanson International Holding reported essentially flat fiscal 2025 revenue of $18.3 million, up 0.2% from 2024, with stronger performance in China offsetting weaker U.S. store sales. Gross profit rose to $8.2 million and gross margin expanded to 45.0%, reflecting product mix and cost controls.
Operating expenses increased to $10.1 million, and net income declined to $0.2 million, while basic and diluted EPS fell to $0.03 due to a much higher share count. The company ended 2025 with $8.6 million in cash, after deploying $46.1 million into long-term debt investments funded largely by $36.9 million of equity issuances and new bank loans. Total assets roughly doubled to $82.0 million.
Chanson International Holding reports consolidated revenue of $18.27 million for the year ended December 31, 2025, roughly flat versus 2024, with net income of $187,540. Cash and cash equivalents were $8.64 million at year-end 2025.
The company operates bakeries in China and the U.S. through a complex structure that includes a PRC subsidiary and 53 variable interest entities (VIEs) known as the United Family Group. These VIEs generated 56% of total revenue in 2025 and are controlled only via contracts, not equity ownership, creating legal and enforcement risks under PRC law.
The filing details extensive related-party arrangements, including exclusive service, pledge, call option, and proxy agreements with individual UFG operators. It highlights significant intra-group cash and asset transfers and confirms that no dividends have been paid; earnings are intended to fund growth. The risk section emphasizes PRC regulatory, data security, HFCA Act, and enforcement uncertainties that could materially affect operations and the value of the Class A ordinary shares.
Chanson International Holding filed an amended Form 6-K to update legal language, not to change any business results or prior disclosures. The amendment adds a statement that the contents of the original Form 6-K are incorporated by reference into the company’s Form S-8 and Form F-3 registration statements, both previously filed and already on record. No other revisions were made, and the amendment does not reflect or update any subsequent events.
Chanson International Holding reports that its previously approved share capital reduction and reorganization has become effective following approval by the Cayman Islands Registrar of Companies on March 13, 2026. The company has registered an Amended and Restated Memorandum and Articles of Association reflecting these changes.
After the reorganization, the authorized share capital is US$412,500, divided into 4,110,000,000 Class A ordinary shares and 15,000,000 Class B ordinary shares, each with a par value of US$0.0001. This filing formalizes the new capital structure approved by shareholders at the February 23, 2026 extraordinary general meeting.
Chanson International Holding reported the results of its extraordinary general meeting of shareholders held on February 23, 2026, at 10:00 a.m. Eastern Time, with both in-person and virtual participation. Shareholders approved resolutions covering a share capital reduction, a share capital subdivision, a share capital cancellation, and confirmation of authorized share capital.
Chanson International Holding is calling an extraordinary general meeting of shareholders on February 23, 2026, held in a hybrid in-person and online format. Holders of Class A and Class B ordinary shares as of February 2, 2026 may vote, with Class A carrying one vote per share and Class B carrying 50 votes per share.
Shareholders will vote on increasing authorised share capital from US$165,000,000 (2,055,000,000 Class A and 7,500,000 Class B shares at US$0.08 par value) to US$330,000,000 (4,110,000,000 Class A and 15,000,000 Class B shares at US$0.08 par value). They will also consider a subsequent share capital reduction and reorganisation to US$412,500, by cutting par value to US$0.0001 per share while keeping the same number of Class A and Class B shares, along with related updates to the memorandum of association and a proposal allowing adjournment of the meeting. The board unanimously recommends voting in favour of all proposals.
Chanson International Holding entered into a sales agreement with AC Sunshine Securities for an at-the-market offering of Class A ordinary shares. Under this arrangement, the company may issue and sell, from time to time, up to $219,375,000 of Class A ordinary shares through the sales agent under its effective shelf registration on Form F-3. Sales will be made as “at the market offerings” under Rule 415, with the sales agent using commercially reasonable efforts to execute sales based on the company’s instructions. Chanson will pay the sales agent a 3.0% commission on gross proceeds from each sale and reimburse specified expenses up to $100,000. A Cayman Islands legal opinion confirms that shares issued under this program will be validly issued, fully paid and non-assessable.