Chanson International (NASDAQ: CHSN) completes share capital reorganization

Rhea-AI Filing Summary

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.

Insights

Equity structure analyst

Chanson formalizes a new, high-count dual-class share structure.

Chanson International Holding confirms completion of its share capital reduction and reorganization, now authorized at US$412,500 split across Class A and Class B ordinary shares at a par value of US$0.0001 each. The Amended and Restated Memorandum and Articles of Association are now in effect.

The structure authorizes 4,110,000,000 Class A and 15,000,000 Class B shares, indicating a very large potential share count at low par value. Actual issuance levels, dilution, and voting outcomes will depend on future decisions under this framework.

Investors may focus on how this dual-class authorization interacts with prior approvals at the February 23, 2026 extraordinary general meeting and any subsequent equity actions disclosed in later reports, since this 6-K primarily establishes the legal capital structure rather than specific issuances.

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 March 2026

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 ☐

As previously disclosed in the Form 6-K filed on February 25, 2026, the shareholders of Chanson International Holding (the “Company”) approved, at the extraordinary general meeting held on February 23, 2026, a special resolution relating to the reduction and reorganization of the Company’s share capital (the “Share Capital Reduction and Reorganisation”), subject to the conditions set forth therein. The principal components of the Share Capital Reduction and Reorganisation are as follows:

Share Capital Reduction

a. the par value of each issued and outstanding Class A ordinary share of US$0.08 par value each and Class B ordinary share of US$0.08 par value each in the share capital of the Company be reduced to US$0.0001 by cancelling US$0.0799 of the paid-up capital on each of the issued and outstanding Class A ordinary shares of US$0.08 par value each and Class B ordinary shares of US$0.08 par value each (the “Share Capital Reduction”);

b. following the Share Capital Reduction, the amount deemed to be paid up on each issued and outstanding share of the Company shall be US$0.0001;

c. the credit arising from the Share Capital Reduction be transferred to a distributable reserve account of the Company which may be utilised by the Company as the board of directors of the Company may deem fit and as permitted under the Companies Act, the Company’s memorandum and articles of association, and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time;

Share Capital Subdivision

d. immediately following the Share Capital Reduction:

i. each authorised but unissued Class A ordinary share of US$0.08 par value each be subdivided into 800 Class A ordinary shares of US$0.0001 par value each; and

ii. each authorised but unissued Class B ordinary share of US$0.08 par value each be subdivided into 800 Class B ordinary shares of US$0.0001 par value each,

(the “Subdivision”);

Share Capital Cancellation

e. immediately following the Subdivision, the authorised share capital of the Company be altered by the cancellation of such number of unissued Class A ordinary shares of US$0.0001 par value each and unissued Class B ordinary shares of US$0.0001 par value each that will result in the Company having authorised share capital of US$412,500 divided into 4,110,000,000 Class A ordinary shares of US$0.0001 par value each and 15,000,000 Class B ordinary shares of US$0.0001 par value each (the “Cancellation”); and

Authorised Share Capital Confirmation

f. immediately following the Share Capital Reduction, the Subdivision and Cancellation, the authorised share capital of the Company shall be US$412,500 divided into 4,110,000,000 Class A ordinary shares of US$0.0001 par value each and 15,000,000 Class B ordinary shares of US$0.0001 par value each.

On March 13, 2026, the Registrar of Companies of the Cayman Islands (the “Cayman Registrar”) approved the Share Capital Reduction and Reorganisation. The Company has completed registration with the Cayman Registrar of the relevant minute and its Amended and Restated Memorandum and Articles of Association reflecting the Share Capital Reduction and Reorganisation, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

As a result, and pursuant to the Amended and Restated Memorandum and Articles of Association, the Company’s authorized share capital is now US$412,500 divided into 4,110,000,000 Class A ordinary shares of US$0.0001 par value each and 15,000,000 Class B ordinary shares of US$0.0001 par value each.

1

EXHIBIT INDEX

Exhibit No.		Description
3.1		Amended and Restated Memorandum of Association of Chanson International Holding

2

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: March 16, 2026	By:	/s/ Gang Li
	Name:	Gang Li
	Title:	Chief Executive Officer, Director, and Chairman of the Board of Directors

3

FAQ

What did Chanson International Holding (CHSN) announce in this March 2026 6-K?

Chanson International Holding announced that its share capital reduction and reorganization became effective after approval by the Cayman Islands Registrar on March 13, 2026, and that it registered an Amended and Restated Memorandum and Articles of Association reflecting the new capital structure.

What is Chanson International Holding (CHSN)'s new authorized share capital?

The company’s authorized share capital is now US$412,500. This is 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, as set out in the updated constitutional documents.

How many Class A and Class B shares is Chanson International Holding (CHSN) authorized to issue?

Chanson International Holding is authorized to issue 4,110,000,000 Class A ordinary shares and 15,000,000 Class B ordinary shares. Both classes have a par value of US$0.0001 per share, as confirmed in the Amended and Restated Memorandum and Articles of Association.

When did the Cayman Islands Registrar approve Chanson International Holding (CHSN)'s share capital reorganization?

The Cayman Islands Registrar of Companies approved the share capital reduction and reorganization on March 13, 2026. Following this approval, the company completed registration of its minute and updated Memorandum and Articles of Association to formalize the new capital structure.

What prior shareholder action supported Chanson International Holding (CHSN)'s capital changes?

Shareholders approved the share capital reduction and reorganization at an extraordinary general meeting held on February 23, 2026. This approval was previously disclosed and formed the basis for the subsequent Cayman Registrar approval and registration of updated constitutional documents.

Where can investors find details of Chanson International Holding (CHSN)'s updated corporate documents?

Details of the updated capital structure are contained in the Amended and Restated Memorandum and Articles of Association, attached as Exhibit 3.1. This exhibit is incorporated by reference into the report, providing the full legal terms of the new share capital.

Filing Exhibits & Attachments

1 document

Other Documents

• EX-3.1 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHANSON INTERNATIONAL HOLDING 19.3 KB