Cizzle Brands Corporation (CZZLF) commenced an underwritten U.S. public offering of common shares in connection with a proposed listing on a U.S. national securities exchange. The company applied to list the shares under CZZL; Joseph Gunnar & Co. is lead underwriter and D. Boral Capital is co-underwriter. The offering is subject to market and other conditions, including Cboe Canada approval and completion of the stock-exchange review process.
Agreements with certain existing creditors, subject to completion of the offering, are expected to result in holders of convertible notes converting all or part of their notes into shares, and partial repayment plus a maturity extension of the vendor take-back note entered into in connection with the acquisition of The CWENCH Hydration Factory. The board approved a consolidation of up to one post-consolidation share for every 25 pre-consolidation shares, subject to Cboe Canada approval, and anticipates effecting it in conjunction with offering pricing. The consolidation is intended to meet the U.S. exchange’s minimum share-price requirement. At an assumed 25:1 ratio, Cizzle expects approximately 9,217,365 shares issued and outstanding after consolidation, before fractional-share rounding and the offering.
Cizzle Brands Corp. filed an exhibits-only amendment to its Form F-10 registration statement, adding Exhibits 4.17 through 4.20 and an updated Exhibit 5.1, and restating Part II’s exhibit list. The added materials include an annual meeting circular, documents relating to the acquisition of Flow Water Inc., and a business acquisition report concerning the Tetra Pak beverage co-manufacturing business acquisition, completed on December 23, 2025. The amendment states that the remainder of the registration statement is unchanged.
Cizzle Brands Corporation (CZZLF) has filed a Canadian short form base shelf prospectus on Form F-10, qualifying the issuance of up to $150,000,000 of common shares, preferred shares, warrants, debt securities, subscription receipts and units over a 25‑month period. Both the company and selling securityholders may offer securities in one or more tranches, including fixed price, non‑fixed price and “at‑the‑market distributions” on Cboe Canada.
The securities are qualified under Canadian rules and are not registered under the U.S. Securities Act; offers to U.S. persons require separate registration or an exemption. As of October 6, 2025, Cizzle had 211,929,191 common shares outstanding and significant additional warrants and options, and its shares trade on Cboe Canada as “CZZL” and on the OTCQB as “CZZLF”.
Cizzle operates a “better‑for‑you” consumer‑packaged goods platform anchored by CWENCH Hydration, Spoken Nutrition and HappiEats products, with distribution across more than 4,400 points of sale in North America and Europe. The company has disclosed negative operating cash flow but reports working capital of about $5.6 million and access to a $5.0 million secured revolving credit facility; management believes normalized operations are funded for 16‑18 months, while a higher‑growth scenario would require roughly $3.5 million of additional cash over 12 months.