CHSN 6-K
Chanson International Holding (CHSN)
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 December 2025
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 ☐
Explanatory Note
Chanson International Holding (the “Company”) initially filed registration statement on Form F-3 (File No. 333-289600) with the U.S. Securities and Exchange Commission (the “SEC”) on August 14, 2025, which was declared effective on September 30, 2025 (the “Registration Statement”). A prospectus supplement to the Registration Statement in connection with registration of certain resale shares dated as of December 16, 2025 (the “Prospectus Supplement”) was filed with the SEC on December 16, 2025.
The opinion of Ogier as to the legality of the resale shares being registered under the Registration Statement and the Prospectus Supplement, is filed as Exhibit 5.1 to this current report on Form 6-K and is incorporated by reference into the Registration Statement and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
| Exhibit No. | Description | |
| 5.1 | Opinion of Ogier as to the legality of the resale shares being registered |
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: December 16, 2025 | By: | /s/ Gang Li |
| Name: | Gang Li | |
| Title: | Chief Executive Officer, Director, and Chairman of the Board of Directors | |
2
Exhibit 5.1
|
Chanson International Holding c/o Harneys Fiduciary (Cayman) Limited 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, KY1-1002, Cayman Islands
|
D +1 345 815 1866 | |
| E [email protected] | ||
| Reference: 427101.00001 | ||
| 16 December 2025 |
Chanson International Holding (Company)
We have been requested to provide you with an opinion on matters of Cayman Islands law in connection with a supplement (the Prospectus Supplement) to the base prospectus (the Prospectus) filed in connection with the Company's registration statement on Form F-3 (File No. 333-289600), including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933 (the Act), as amended, (including its exhibits, the Prospectus and the Prospectus Supplement, the Registration Statement) related to the registration for re-sale of up to 37,500,000 Class A Ordinary Shares of US$0.08 par value each (the Class A Ordinary Shares) issued pursuant to the terms of the Securities Purchase Agreement (as defined in in Part B of Schedule 1) (the Registration Shares).
This opinion is given in accordance with the terms of the Legal Matters section of the Prospectus Supplement.
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in Schedule 1. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
| 1 | Documents examined |
For the purposes of giving this opinion, we have examined a copy of the Securities Purchase Agreement. In addition, we have examined the corporate and other documents and conducted the searches listed in Part A of Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.
| 2 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation or verification in respect of those assumptions.
Ogier (Cayman) LLP 89 Nexus Way Camana Bay Grand Cayman, KY1-9009 Cayman Islands
T +1 345 949 9876 F +1 345 949 9877 ogier.com |
A list of Partners may be inspected on our website |
Chanson International Holdings
16 December 2025
| 3 | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of the opinion that:
Corporate status
| (a) | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies of the Cayman Islands (the Registrar). |
Corporate power
| (b) | The Company has all requisite power under its Memorandum and Articles of Association to issue the Registration Shares, to execute and deliver the Securities Purchase Agreement and to perform its obligations, and exercise its rights, under such document. |
Corporate authorisation
| (c) | The Company has taken all requisite corporate action to authorise: |
| (i) | the issuance of the Registration Shares; and |
| (ii) | the execution and delivery of the Securities Purchase Agreement and the performance of its obligations, and the exercise of its rights, under such document; |
Issuance of Registration Shares
| (d) | The Registration Shares that have been, or are to be, issued by the Company as contemplated by, or in connection with, the Securities Purchase Agreement, when issued by the Company upon: |
| (i) | payment in full of the consideration as set out in the Securities Purchase Agreement and in accordance with the terms set out in the Securities Purchase Agreement and in accordance with the Memorandum and Articles of Association; and |
| (ii) | the entry of those Registration Shares as fully paid on the register of members of the Company, |
shall be validly issued, fully paid and non-assessable.
2
Chanson International Holdings
16 December 2025
| 4 | Matters not covered |
We offer no opinion:
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents, the Memorandum and Articles of Association, or the Registration Statement to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms of such documents reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the documents and any other agreements into which the Company may have entered or any other documents; or |
| (c) | as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any other agreement, deed or document (other than, to the extent expressly provided herein, the Memorandum and Articles of Association) entered into by or binding on the Company. |
| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
| 6 | Consent |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and also consent to the reference to this firm in the Registration Statement under the heading “Legal Matters”. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Ogier (Cayman) LLP
Ogier (Cayman) LLP
3
Chanson International Holdings
16 December 2025
Schedule 1
Part A – corporate and other documents
| 1 | The Certificate of Incorporation of the Company dated 26 July 2019 and the Certificate of Incorporation on Change of Name dated 18 December 2020, each issued by the Registrar (the Certificates of Incorporation). |
| 2 | The amended and restated memorandum of association of the Company adopted by special resolution passed on 20 April 2021 as amended by ordinary resolutions dated 8 September 2021 and 25 September 2025 (the Memorandum). |
| 3 | The amended and restated articles of association of the Company adopted by special resolution passed on 26 December 2024. |
| 4 | A Certificate of Good Standing dated 12 December 2025 (the Good Standing Certificate) issued by the Registrar in respect of the Company. |
| 5 | A certificate dated on the date hereof as to certain matters of fact signed by a director of the Company in the form annexed hereto (the Director’s Certificate), having attached to it a copy of the written resolutions of the directors of the Company passed on 12 August 2025 and 5 November 2025 (the Resolutions). |
| 6 | The Register of Writs maintained by the office of the Clerk of Courts in the Cayman Islands as inspected by us on 16 December 2025 (the Register of Writs). |
| 7 | The Registration Statement. |
| 8 | The Prospectus Supplement. |
Part B – the Securities Purchase Agreement
| 9 | The securities purchase agreement dated 5 November 2025 between the Company and certain investors as set out therein for a private placement offering of up to 37,500,000 Class A Ordinary Shares at the subscription price of US$0.80 per Class A Ordinary Share (the Securities Purchase Agreement). |
4
Chanson International Holdings
16 December 2025
Schedule 2
Assumptions
Assumptions of general application
| 1 | All original documents examined by us are authentic and complete. |
| 2 | All copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete. |
| 3 | All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine. |
| 4 | Each of the Good Standing Certificate and the Director’s Certificate is accurate and complete as at the date of this opinion. |
| 5 | There will be no intervening circumstance relevant to this opinion between the date hereof and the date upon which the Shares are issued. |
| 6 | There is nothing in any law (other than the laws of the Cayman Islands) that would or might affect the opinions herein. |
Status, authorisation and execution
| 7 | Each of the parties to the Securities Purchase Agreement other than the Company is and will be duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws. |
| 8 | The Securities Purchase Agreement has been duly authorised, executed and unconditionally delivered by or on behalf of all parties to it (other than the Company) in accordance with all applicable laws. |
| 9 | In authorised the execution and delivery of the Securities Purchase Agreement by the Company, the issue and allotment of the Registration Shares, and the exercise of its rights and performance of its obligations under the Securities Purchase Agreement, each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of them. |
5
Enforceability
| 10 | None of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence: |
| (a) | the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company; and |
| (b) | neither the execution or delivery of the Documents nor the exercise by any party to the Documents of its rights or the performance of its obligations under them contravene those laws or public policies. |
Share Issuance
| 11 | The Registration Shares have been or will be issued at an issue price in excess of the par value thereof. |
| 12 | The Company will not issue Shares in excess of its authorised share capital. |
| 13 | Valid entry has been or will be made in the register of members of the Company reflecting the issuance of the Registration Shares, in each case in accordance with the Memorandum and Articles of Association, and the Companies Act (Revised) of the Cayman Islands (the Companies Act). |
Register of Writs
| 14 | The Register of Writs constitutes a complete and accurate record of the proceedings affecting the Company before the Grand Court of the Cayman Islands as at the time we conducted our investigation of such register. |
6
Schedule 3
Qualifications
Good Standing
| 1 | Under the Companies Act, annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
| 2 | In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company's good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act. |
Limited Liability
| 3 | We are not aware of any Cayman Islands authority as to when the courts would set aside the limited liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act and English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English authorities, circumstances in which a court would attribute personal liability to a shareholder are very limited, and include: (a) such shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; and (c) the company being incorporated by or at the behest of such shareholder for the purpose of committing or furthering such shareholder’s fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion that a Cayman Islands’ court would have no grounds to set aside the limited liability of a shareholder. |
Non-Assessable
| 4 | In this opinion, the phrase “non-assessable” means, with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil). |
Register of Writs
| 5 | Our examination of the Register of Writs cannot conclusively reveal whether or not there is: |
| (a) | any current or pending litigation in the Cayman Islands against the Company; or |
| (b) | any application for the winding up or dissolution of the Company or the appointment of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets, |
as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.
7