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; |
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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. |
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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 | |
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