Welcome to our dedicated page for Chanson International Holding SEC filings (Ticker: CHSN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Chanson International Holding filings document foreign-private-issuer reporting for a Cayman Islands company with Class A and Class B ordinary shares. The record includes Form 6-K reports furnishing financial results, share-consolidation notices, extraordinary general meeting materials, and capital-structure changes such as share capital increases, reductions, subdivisions and reorganisations.
Registration and offering-related disclosures cover Form F-3 shelf registration activity, prospectus supplements, resale-share legality opinions, an at-the-market sales agreement for Class A ordinary shares, and Form S-8 incorporation references. Governance filings include proxy materials and shareholder voting results, while financial reports describe revenue, gross profit, cost control, inventory management and operations across the company’s China and United States store network.
Chanson International Holding (CHSN) reported results for the six months ended June 30, 2026 showing a shift to profitability driven largely by investment income. Net income was $848,927 versus a net loss of $1,048,793 a year earlier, helped by $1,804,232 of investment income from long-term debt investments. Revenue was $8,295,755, slightly below $8,688,208 in the prior-year period, while gross profit rose to $3,957,340. Core operations remained loss-making with a loss from operations of $781,907, but this narrowed compared with 2025. Cash and cash equivalents increased to $20,005,381 from $8,644,357 at December 31, 2025, primarily due to $12,954,871 of equity issuance proceeds, lifting total assets to $97,609,298 and shareholders’ equity to $70,448,947. Operating cash flow was negative $3,193,054, and the company now holds $54,877,527 in long-term debt investments, which are concentrated among a limited number of counterparties and evaluated under expected credit loss rules.
Chanson International Holding (CHSN) reports the results of its Class A extraordinary general meeting and overall extraordinary general meeting held in Urumqi, Xinjiang, China on August 24, 2026. Shareholders approved resolutions to adopt an amended and restated memorandum and articles of association following any share consolidation and to allow adjournment of meetings to obtain additional proxy votes if needed.
The amended and restated articles of association reflecting a Class B Variation are attached as Exhibit 3.1 and are incorporated by reference into existing Form S-8 and Form F-3 registration statements. The company states there are doubts about its ability to rely on the ordinary resolutions to effect one or more share consolidations, and it may need additional shareholder approval or ratification for future share consolidations.
Chanson International Holding (CHSN) reported that on August 14, 2026 it entered into a Securities Purchase Agreement with certain investors for a private placement of 5,000,000 Class A ordinary shares at a subscription price of US$0.80 per share, for aggregate gross proceeds of US$4,000,000. The private placement is expected to close in August 2026, subject to satisfaction or waiver of conditions precedent in the agreement. Chanson International Holding intends to use the proceeds for general corporate purposes. The report is also incorporated by reference into the company’s effective Form F-3 and its Form S-8 registration statements.
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.