Jiuzi Holdings (NASDAQ: JZXN) details 40M-share offerings and new stock total

Rhea-AI Filing Summary

Jiuzi Holdings, Inc. (JZXN) reports that as of August 24, 2026 it has 51,512,759 ordinary shares issued and outstanding, each with a par value of $0.078. This represents an increase from the prior annual report, driven by equity issuances across several financing and compensation arrangements.

The company states that the higher share count primarily results from: exercises of warrants issued under a September 29, 2025 securities purchase agreement; a December 12, 2025 registered direct offering of 137,000 ordinary shares plus pre-funded warrants to purchase up to 1,463,000 shares; a February 26, 2026 securities purchase agreement for 40,000,000 ordinary shares; and issuances to consultants and employees under its Form S-8 equity plan.

Filing Explained

The increased share base reduces existing holders’ percentage ownership; the filing describes the February agreement as an agreement to sell 40,000,000 shares.

As of August 24, 2026, the company reports Jiuzi Holdings had 51,512,759 ordinary shares issued and outstanding, with the increase attributed primarily to warrant exercises, offerings, and Form S-8 issuances; the enlarged share base reduces existing holders’ percentage ownership absent offsetting changes.

The filing describes the February 26, 2026 transaction as an agreement to sell 40,000,000 shares, so it does not separately confirm that those shares were issued.

Key Figures

Ordinary shares outstanding: 51,512,759 shares Par value per ordinary share: $0.078 per share Registered direct offering shares: 137,000 shares +2 more

5 metrics

Ordinary shares outstanding 51,512,759 shares Issued and outstanding as of August 24, 2026

Par value per ordinary share $0.078 per share Par value of Jiuzi Holdings, Inc. ordinary shares

Registered direct offering shares 137,000 shares Ordinary Shares agreed to be sold under December 12, 2025 agreement

Pre-funded warrants underlying shares 1,463,000 shares Ordinary Shares underlying pre-funded warrants from December 12, 2025 agreement

February 26, 2026 offering size 40,000,000 shares Ordinary Shares agreed to be sold under February 26, 2026 securities purchase agreement

Key Terms

pre-funded warrants, registered direct offering, Form S-8, securities purchase agreement

4 terms

pre-funded warrants financial

"pre-funded warrants to purchase up to 1,463,000 Ordinary Shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

registered direct offering financial

"the registered direct offering under the securities purchase agreement dated"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

Form S-8 regulatory

"under the Company’s registration statement on Form S-8"

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.

securities purchase agreement financial

"sold pursuant to the securities purchase agreement dated as of"

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.

FAQ

How many shares of JZXN are outstanding as of August 24, 2026?

As of August 24, 2026, Jiuzi Holdings, Inc. has 51,512,759 ordinary shares issued and outstanding, each with a par value of $0.078 per share.

What main transactions increased JZXN’s share count in 2025–2026?

Jiuzi states the increase in shares is primarily from warrant exercises, a December 12, 2025 registered direct offering, a February 26, 2026 offering of 40,000,000 shares, and issuances under its Form S-8 to consultants and employees.

What was sold in JZXN’s December 12, 2025 registered direct offering?

Under the December 12, 2025 securities purchase agreement, Jiuzi agreed to sell an aggregate of 137,000 ordinary shares and pre-funded warrants to purchase up to 1,463,000 ordinary shares.

How large was the February 26, 2026 share offering by JZXN?

Under the February 26, 2026 securities purchase agreement, Jiuzi Holdings, Inc. agreed to sell an aggregate of 40,000,000 ordinary shares.

Does JZXN mention employee or consultant share issuances in this 6-K?

Yes. Jiuzi notes that part of the increase in outstanding shares came from issuances to consultants and employees under its Form S-8 registration statement for equity compensation.

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

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Available on EDGAR 08/24/2026 - 08:05 PM Accepted by SEC EDGAR 08/24/2026 - 08:05 PM 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: 001-40405

JIUZI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

No.168 Qianjiang Nongchang Gengwen Road, 15^th Floor

Economic and Technological Development Zone

Xiaoshan District, Hangzhou City

Zhejiang Province 310000

People’s Republic of 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 ☐

Explanatory Note

As of August 24, 2026, Jiuzi Holdings Inc. (the “Company” or the “Registrant”) had 51,512,759 ordinary shares, par value $0.078 per share (the “Ordinary Shares”), issued and outstanding. The increase in the number of issued and outstanding Ordinary Shares since the Company’s most recent annual report was primarily attributable to issuances of Ordinary Shares in connection with the following transactions: (1) the exercise of warrants sold pursuant to the securities purchase agreement dated as of September 29, 2025; (2) the registered direct offering under the securities purchase agreement dated as of December 12, 2025, pursuant to which the Company agreed to sell an aggregate of (i) 137,000 Ordinary Shares and (ii) pre-funded warrants to purchase up to 1,463,000 Ordinary Shares; (3) the offering under the securities purchase agreement dated as of February 26, 2026, pursuant to which the Company agreed to sell an aggregate of 40,000,000 Ordinary Shares; and (4) issuances to consultants and employees under the Company’s registration statement on Form S-8.

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Signature

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.

Date: August 24, 2026

	Jiuzi Holdings Inc.
	By:	/s/ Hongye Zhang
	Name:	Hongye Zhang
	Title:	Chief Executive Officer

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