CHSN announces private placement: 37,500,000 shares at $0.80

Rhea-AI Filing Summary

Chanson International Holding (CHSN) announced a private placement of 37,500,000 Class A Ordinary Shares at US$0.80 per share under a securities purchase agreement signed on November 5, 2025. The investors agreed to a one-year lock-up with the Company.

The transaction is expected to close in November 2025, subject to satisfaction or waiver of conditions precedent in the agreement. The Company plans to use proceeds to expand manufacturing capacities, open new stores, and for other general corporate purposes.

Insights

Equity Capital Markets Analyst

Private placement adds equity capital with a one-year lock-up.

Chanson International entered a securities purchase agreement for a private issuance of 37,500,000 Class A Ordinary Shares at US$0.80 per share. Because it is a private placement, cash proceeds go to the Company, not selling holders, supporting growth initiatives.

Closing is expected in November 2025 and remains contingent on conditions in the agreement. The disclosed one-year lock-up limits immediate resale by the investors, which can temper near-term secondary supply.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2025

Commission File Number: 001-41663

Chanson International Holding

B9 Xinjiang Chuangbo Zhigu Industrial Park

No. 100 Guangyuan Road, Shuimogou District

Urumqi, Xinjiang, China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒          Form 40-F ☐

On November 5, 2025, Chanson International Holding (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”) for a private placement offering (the “Private Placement”) of 37,500,000 Class A Ordinary Shares (the “Class A Ordinary Shares”) at the subscription price of US$0.80 per Class A Ordinary Share. The investors have agreed to a one-year lock-up restrictions with the Company.

The Private Placement is expected to close in November 2025, subject to satisfaction or waiver of the conditions precedent set forth in the Securities Purchase Agreement. The Company intends to use the proceeds from the Private Placement for expanding manufacturing capacities, opening new stores and other general corporate purposes.

The foregoing description of the Securities Purchase Agreement does not purport to describe all terms and conditions thereof and is qualified in its entirety by reference to the form of a Securities Purchase Agreement which is filed as Exhibit 10.1 hereto, respectively, and is incorporated herein by reference.

Exhibit No.		Description
10.1		Form of Share Purchase Agreement dated November 5, 2025 between Chanson International Holding and Purchasers

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Chanson International Holding
Date: November 7, 2025	By:	/s/ Gang Li
	Name:	Gang Li
	Title:	Chief Executive Officer, Director, and Chairman of the Board of Directors

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FAQ

What did Chanson International (CHSN) announce in its 6-K?

The Company entered a securities purchase agreement for a private placement of 37,500,000 Class A Ordinary Shares at US$0.80 per share.

When is the CHSN private placement expected to close?

It is expected to close in November 2025, subject to satisfaction or waiver of the agreement’s conditions.

Is there a lock-up period for the CHSN private placement investors?

Yes. Investors agreed to a one-year lock-up with the Company.

How will Chanson International (CHSN) use the proceeds?

Planned uses include expanding manufacturing capacities, opening new stores, and other general corporate purposes.

What type of transaction did CHSN enter?

A private placement of newly issued Class A Ordinary Shares under a securities purchase agreement.