Chanson International prices $4M private placement

Rhea-AI Filing Summary

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.

Filing Explained

The private placement is agreed but not yet closed; if completed, its 5,000,000 new Class A ordinary shares would increase the total share count and reduce existing holders’ percentage ownership.

Key Figures

Class A ordinary shares in private placement: 5,000,000 shares Subscription price per Class A ordinary share: US$0.80 per share Aggregate gross proceeds from private placement: US$4,000,000 +2 more

5 metrics

Class A ordinary shares in private placement 5,000,000 shares Private placement under Securities Purchase Agreement dated August 14, 2026

Subscription price per Class A ordinary share US$0.80 per share Price for shares in the August 14, 2026 private placement

Aggregate gross proceeds from private placement US$4,000,000 Gross proceeds from sale of 5,000,000 Class A ordinary shares

Form F-3 file number File No. 333-289600 Registration statement declared effective on September 30, 2025, into which this report is incorporated

Form S-8 file number File No. 333-288739 Registration statement filed on July 18, 2025, into which this report is incorporated

Key Terms

private placement, Securities Purchase Agreement, incorporated by reference, Form F-3, +1 more

5 terms

private placement financial

"for a private placement offering (the “Private Placement”) of 5,000,000 Class A"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Securities Purchase Agreement financial

"entered into a securities purchase agreement (the “Securities Purchase Agreement”) with"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

incorporated by reference regulatory

"which is filed as Exhibit 10.1 hereto and incorporated herein by reference."

Form F-3 regulatory

"the Company’s registration statement on Form F-3 (File No. 333-289600)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

Form S-8 regulatory

"the Company’s registration statement on Form S-8 (File No. 333-288739)"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing transaction did CHSN announce in this Form 6-K?

Chanson International Holding entered into a Securities Purchase Agreement for a private placement of 5,000,000 Class A ordinary shares at US$0.80 per share, for aggregate gross proceeds of US$4,000,000, expected to close in August 2026 subject to conditions precedent.

How much capital will CHSN raise in the announced private placement?

Chanson International Holding expects to raise US$4,000,000 in gross proceeds from the private placement of 5,000,000 Class A ordinary shares at a subscription price of US$0.80 per share, under a Securities Purchase Agreement dated August 14, 2026.

What will CHSN use the US$4,000,000 private placement proceeds for?

Chanson International Holding states that it intends to use the US$4,000,000 in gross proceeds from the private placement of Class A ordinary shares for general corporate purposes, without providing further allocation detail in this report.

When is the CHSN private placement expected to close?

The private placement by Chanson International Holding is expected to close in August 2026, subject to satisfaction or waiver of the conditions precedent set forth in the Securities Purchase Agreement executed on August 14, 2026.

How is this CHSN Form 6-K linked to the company’s existing registration statements?

The contents of this Form 6-K are incorporated by reference into Chanson International Holding’s registration statement on Form S-8 (File No. 333-288739) and its registration statement on Form F-3 (File No. 333-289600), which was declared effective on September 30, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/20/2026 - 04:30 PM EDT Learn about SEC filing dates

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 August 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 ☐

On August 14, 2026, Chanson International Holding (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors for a private placement offering (the “Private Placement”) of 5,000,000 Class A ordinary shares of the Company, par value US$0.01 per share (the “Class A Ordinary Shares”), at the subscription price of US$0.80 per Class A Ordinary 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 the conditions precedent set forth in the Securities Purchase Agreement. The Company intends to use the proceeds from the Private Placement for general corporate purposes.

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

Incorporation by Reference

The contents of this Current Report on Form 6-K are hereby incorporated by reference into (i) the Company’s registration statement on Form S-8 (File No. 333-288739) filed with the SEC on July 18, 2025 and (ii) the Company’s registration statement on Form F-3 (File No. 333-289600) that was initially filed with the SEC on August 14, 2025 and declared effective by the SEC on September 30, 2025.

Exhibit No.		Description
10.1		Form of Share Purchase Agreement dated August 14, 2026 between Chanson International Holding and Purchasers

1

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: August 20, 2026	By:	/s/ Gang Li
	Name:	Gang Li
	Title:	Chief Executive Officer, Director, and Chairman of the Board of Directors

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Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 94.3 KB