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Chanson International Launches Up To $219.4M At-The-Market Offering Of Class A Ordinary Shares

Benzinga·01/07/2026 13:40:02
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Up to $219,375,000 Class A Ordinary Shares

We have entered into a sales agreement (the "Sales Agreement"), with AC Sunshine Securities LLC (the "Sales Agent") relating to the offer and sale of our Class A ordinary shares, of par value $0.08 per share ("Class A Ordinary Shares") offered by this prospectus supplement and the accompanying prospectus. In accordance with the Sales Agreement, we may offer Class A Ordinary Shares, from time to time through or to the Sales Agent, acting as a sales agent or principal, having an aggregate offering price of up to $219,375,000.

Sales of our Class A Ordinary Shares, if any, under this prospectus supplement and the accompanying prospectus will be made by any method permitted by applicable law deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). Subject to the terms of the Sales Agreement, the Sales Agent will make all sales using commercially reasonable efforts consistent with their normal sales and trading practices on terms mutually agreed upon between the Sales Agent and us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

The Sales Agent will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from each sale of our Class A Ordinary Shares through it pursuant to the Sales Agreement. See "Plan of Distribution" beginning on page S-10 for additional information regarding the compensation to be paid to the Sales Agent. In connection with the sale of the Class A Ordinary Shares on our behalf, the Sales Agent will be deemed to be "underwriters" within the meaning of the Securities Act, and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Sales Agent against certain civil liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act.

As of the date of this prospectus supplement, the authorized share capital of the Company is US$165,000,000 divided into 2,055,000,000 Class A Ordinary Shares and 7,500,000 Class B ordinary shares of US$0.08 par value each (the "Class B Ordinary Shares"). Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights as set forth in our amended and restated memorandum and articles of association, as amended and restated from time to time (the "Articles"). In respect of matters requiring a vote of all shareholders, each holder of Class A Ordinary Shares will be entitled to one (1) vote for each Class A Ordinary Share held and each holder of Class B Ordinary Shares will be entitled to fifty (50) votes for each Class B Ordinary Share held. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder thereof on a one-for-one basis. As of the date of this prospectus supplement, we have 38,907,905 Class A Ordinary Shares and 70,875 Class B Ordinary Shares issued and outstanding, respectively.