Chanson International (CHSN) Files for 10M Share and Warrant Offering

Chanson International (NASDAQ: CHSN) has filed the following:

We are offering in a best-efforts offering (i) up to 10,000,000 Class A ordinary shares, par value $0.001 per share (“Class A Ordinary Shares”) and (ii) up to 10,000,000 common warrants to purchase up to 10,000,000 Class A Ordinary Shares (“Common Warrants”), at an assumed exercise price of $2.052 per share (representing 120% of the assumed public offering price per Class A Ordinary Share to be sold in this offering). We are offering the Class A Ordinary Shars and Common Warrants at an assumed public offering price of $1.71 per share.

We are also offering up to 10,000,000 pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 10,000,000 Class A Ordinary Shares. We are offering to certain purchasers whose purchase of Class A Ordinary Shares in this offering would otherwise result in the purchaser, together with its affiliates and any other persons acting as a group together with the purchaser or any of the purchaser’s affiliates, beneficially owning more than 4.99% of our outstanding Class A Ordinary Shares immediately following the consummation of this offering, the opportunity to purchase, if any purchaser so chooses, Pre-Funded Warrants, in lieu of Class A Ordinary Shares that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser at closing, 9.99%) of our outstanding Class A Ordinary Shares. Each Pre-Funded Warrant will have an exercise price of $0.001 per share and will be exercisable upon issuance until exercised in full, and is subject to adjustments in the event of share splits, dividends, subsequent rights offerings, pro rata distributions, and certain fundamental transactions, as more fully described in the section of this prospectus supplement titled “Description of Securities We are Offering.” The assumed offering price of each Pre-Funded Warrant is $1.709 (which is equal to the assumed public offering price per Class A Ordinary Share to be sold in this offering minus $0.001, representing the exercise price per Class A Ordinary Share of each Pre-Funded Warrant). For each Pre-Funded Warrant we sell, the number of Class A Ordinary Shares we are offering will be decreased on a one-for-one basis. Because we will issue a Common Warrant for each Class A Ordinary Share and for each Pre-Funded Warrant sold in this offering, the number of Common Warrants sold in this offering will not change as a result of a change in the mix of Class A Ordinary Shares and Pre-Funded Warrants sold.

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