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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 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.
Chanson International Holding is launching an at-the-market offering of up to $219,375,000 in Class A ordinary shares through AC Sunshine Securities LLC on Nasdaq. The company may sell shares from time to time at prevailing market prices, paying the sales agent a 3.0% commission, and expects to use any net proceeds for general corporate purposes. Based on an assumed price of $2.10 per share, up to 104,464,286 new shares could be issued, which would raise the total Class A shares outstanding from 38,907,905 to as many as 143,372,191. Chanson is a Cayman holding company that operates bakery stores in Xinjiang, China and New York through subsidiaries and variable interest entities, reporting 2024 revenue of $18.2 million and net income of $0.76 million. The structure relies on PRC contractual arrangements, faces evolving Chinese regulatory and HFCA Act risks, and the company currently retains earnings rather than paying dividends.
Chanson International Holding furnished a Form 6-K to file an Ogier legal opinion on the legality of certain resale shares covered by its registration statement on Form F-3, which was declared effective on September 30, 2025. The filing notes that a related prospectus supplement for these resale shares is dated December 16, 2025. The Ogier opinion is filed as Exhibit 5.1 to this report and is incorporated by reference into the registration statement, making it part of the company’s registered resale share documentation.