Chanson International (CHSN) shareholders approve multiple share capital changes

Rhea-AI Filing Summary

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.

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 February 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 ☐

Results of Chanson International Holding’s Extraordinary General Meeting of Shareholders

The extraordinary general meeting of shareholders (the “EGM”) of the Company was held on February 23, 2026, at 10:00 a.m., Eastern Time. In-person participants attended the EGM at B9 Xinjiang Chuangbo Zhigu Industrial Park, No. 100 Guangyuan Road, Shuimogou District, Urumqi, Xinjiang, China 830017. Remote participants attended the EGM at www.virtualshareholdermeeting.com/CHSN2026.

At the EGM, shareholders of the Company duly adopted the following resolutions:

1. Resolved as an ordinary resolution that the authorised share capital of the Company be increased from US$165,000,000 divided into 2,055,000,000 Class A ordinary shares of US$0.08 par value each and 7,500,000 Class B ordinary shares of US$0.08 par value each to US$330,000,000 divided into 4,110,000,000 Class A ordinary shares of US$0.08 par value each and 15,000,000 Class B ordinary shares of US$0.08 par value each (the “Share Capital Increase”).

2. Resolved as a special resolution that, subject to and immediately following the Share Capital Increase being effected, the Company adopt amended and restated memorandum of association, in the form attached to the proxy notice as Exhibit A, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Increase.

3. Resolved as a special resolution, subject to the Share Capital Increase being effected and all further requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) (the “Companies Act”) relating to share capital reductions being complied with, that (together, the “Share Capital Reduction and Reorganisation”):

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;

1 

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.

4. Resolved as a special resolution that, subject to and immediately following the Share Capital Reduction and Reorganisation being effected, the Company adopt amended and restated memorandum of association, in the form attached to the proxy notice as Exhibit B, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Reduction and Reorganisation.

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: February 25, 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) shareholders approve at the February 2026 EGM?

Shareholders approved several changes to the company’s share capital structure. These resolutions covered a share capital reduction, a share capital subdivision, a share capital cancellation, and confirmation of authorized share capital at the extraordinary general meeting held on February 23, 2026.

When was Chanson International Holding’s February 2026 extraordinary general meeting held?

The extraordinary general meeting took place on February 23, 2026, at 10:00 a.m. Eastern Time. Shareholders could attend in person in Urumqi, Xinjiang, China, or participate remotely through the company’s designated virtual shareholder meeting website.

Where was Chanson International Holding’s February 2026 EGM physically located?

In-person participants attended at B9 Xinjiang Chuangbo Zhigu Industrial Park, No. 100 Guangyuan Road, Shuimogou District, Urumqi, Xinjiang, China 830017. This address serves as both the company’s principal executive office and the physical venue for the extraordinary general meeting.

How could shareholders of Chanson International Holding join the February 2026 EGM remotely?

Remote shareholders participated via an online platform at www.virtualshareholdermeeting.com/CHSN2026. This virtual meeting option allowed shareholders to attend the extraordinary general meeting without traveling to the physical location in Urumqi, Xinjiang, China.

Who signed the February 2026 report related to Chanson International Holding’s EGM?

The report was signed on behalf of Chanson International Holding by Gang Li. He is identified as the company’s Chief Executive Officer, a Director, and Chairman of the Board of Directors, reflecting his key leadership roles.

What types of share capital changes were addressed at Chanson International Holding’s EGM?

The meeting addressed multiple aspects of the company’s share capital structure. Resolutions included a share capital reduction, a share capital subdivision, a share capital cancellation, and confirmation of the company’s authorized share capital by its shareholders.