CHSN Chanson International Holding

 

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 September 2024

 

Commission File Number: 001-41663

 

Chanson International Holding

 

B9 Xinjiang Chuangbo Zhigu Industrial Park

No. 100 Guangyuan Road, Shuimogou District

Urumqi, Xinjiang, China 830017

(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 ☐

 

 

 

Entry into Warrant Amendments

 

On September 24, 2024, Chanson International Holding, an exempted company with limited liability incorporated under the laws of Cayman Islands (the “Company”), entered into certain amendments (the “Warrant Amendments”) with holders (the “Holders”) of an aggregate of 8,980,251 Class A ordinary share purchase warrants to purchase 8,980,251 Class A ordinary shares, par value $0.001 per share (“Class A Ordinary Shares”), of the Company at an exercise price of $0.972 per share, exercisable within one year anniversary of the date of issuance of such warrants on September 17, 2024 (the “Common Warrants”). The Holders received the Common Warrants as part of a best efforts follow-on public offering of the Company on September 17, 2024.

 

The Warrant Amendments removed an exercise limitation from the Common Warrants, which prohibited a Holder from exercising any portion of the Common Warrants to the extent that the Holder, together with its affiliates and any other persons acting as a group together with the Holder or any of the Holder’s affiliates, would own more than 4.99% of the number of Class A Ordinary Shares outstanding immediately after exercise.

 

A copy of the form of Warrant Amendment is attached hereto as 4.1 and is incorporated by reference herein. The foregoing summary of the terms of Warrant Amendment is subject to, and qualified in its entirety by, such document.

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Form of Warrant Amendment dated September 24, 2024

 

 

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.

 

	Chanson International Holding
Date: September 25, 2024	By:	/s/ Gang Li
	Name:	Gang Li
	Title:	Chief Executive Officer, Director, and Chairman of the Board of Directors

 

 

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Exhibit 4.1

 

AMENDMENT NO. 1

 

TO

 

CLASS A ORDINARY SHARE PURCHASE WARRANT

 

CHANSON INTERNATIONAL HOLDING

 

THIS AMENDMENT NO. 1 TO CLASS A ORDINARY SHARE PURCHASE WARRANT (this “Amendment”), is entered into as of September 24, 2024 between Chanson International Holding, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and [      ] (the “Warrantholder”).

 

WHEREAS, the Company issued that certain Class A Ordinary Share Purchase Warrant, dated as of September 17, 2024 (the “Purchase Warrant”) to the Warrantholder; and

 

WHEREAS, the Warrantholder and the Company now desire to amend the Purchase Warrant as below.

 

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Definitions. Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Warrant.

 

2. Amendment.

 

2.1 Amendment.

 

a. Section 2. f) of the Purchase Warrant is hereby deleted in its entirety.

 

b. Section 3. c) of the Purchase Warrant is hereby deleted in its entirety and replaced with the following:

 

“c) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Class A Ordinary Shares Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders of any class of Class A Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Class A Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Class A Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights.”

 

 

c. Section 3. d) of the Purchase Warrant is hereby deleted in its entirety and replaced with the following:

 

“d) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Class A Ordinary Shares, by way of return of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of Class A Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Class A Ordinary Shares are to be determined for the participation in such Distribution. To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.”

 

2.2 No Other Amendments. The parties agree that all other provisions of the Purchase Warrant shall, subject to the amendments expressly set forth in Section 2.1 of this Amendment, continue unmodified, in full force and effect and constitute legal and binding obligations of the parties in accordance with their terms. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Purchase Warrant or any of the documents referred to therein. This Amendment forms an integral and inseparable part of the Purchase Warrant.

 

2.3 Effect of Amendment. This Amendment shall form a part of the Purchase Warrant for all purposes, and each party thereto and hereto shall be bound hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties.

 

2.4 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law principles thereof.

 

2.5. Execution. This Amendment may be authenticated in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may authenticate this Amendment by signing any such counterpart. This Amendment may be authenticated by manual signature or facsimile, .pdf or similar electronic signature, all of which shall be equally valid. The headings in this Amendment are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

	Chanson International Holding
	By:
		Name: Gang Li
		Title: Chief Executive Officer
	Warrantholder
	By:
		Name:

 

[Signature Page to Amendment No. 1 to Purchase Warrant]

 

 

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