22:57:16 EDT Wed 14 Oct 2026
Enter Symbol
or Name
USA
CA



Cizzle Brands Corp
Symbol CZZL
Shares Issued 230,434,141
Close 2026-10-14 C$ 0.325
Market Cap C$ 74,891,096
Recent Sedar+ Documents

Cizzle Brands arranges public offering in U.S.

2026-10-14 17:51 ET - News Release

Mr. John Celenza reports

CIZZLE BRANDS CORPORATION ANNOUNCES PROPOSED U.S. LISTING AND U.S. UNDERWRITTEN PUBLIC OFFERING AND BALANCE SHEET IMPROVEMENTS THROUGH SIGNIFICANT REDUCTION IN DEBT

Cizzle Brands Corp. has commenced an underwritten public offering in the United States of its common shares, no par value, pursuant to a registration statement filed with the U.S. Securities and Exchange Commission in connection with its proposed listing on a U.S. national securities exchange.

Joseph Gunnar & Co. LLC is acting as lead underwriter, and D. Boral Capital LLC is acting as co-underwriter for the proposed offering. In connection with the proposed offering, the company has applied to list its shares on a U.S. national securities exchange under the symbol CZZL. Subject to approval of the listing and completion of the offering, the company's shares, including those currently trading on Cboe Canada Inc., are expected to be listed for trading on such U.S. national securities exchange while continuing to trade on Cboe Canada.

In connection with the offering, the company has reached agreements with certain of its existing creditors, which are expected to substantially strengthen the company's balance sheet. These agreements, which are subject to completion of the offering, will result in, amongst other things: (i) holders of convertible notes converting all or a portion of their notes into shares; and (ii) partial repayment and a maturity extension of the vendor takeback note the company entered into in connection with the company's acquisition of The Cwench hydration factory.

The company is offering the shares only in the United States and in certain other jurisdictions outside of Canada pursuant to a prospectus supplement to the company's short form base shelf prospectus dated Oct. 7, 2025. The prospectus supplement will be filed with the securities regulators in all of the provinces and territories of Canada and with the SEC, as part of the company's registration statement on Form F-10 (file No. 333-298427), which was filed with the SEC, under the U.S. Securities Act, in accordance with the multijurisdictional disclosure system established between Canada and the United States. Prior to forming an investment decision, prospective investors should read the base shelf prospectus, the prospectus supplement, once filed, and the documents incorporated by reference therein, including any marketing materials, which will be available on the company's SEDAR+ profile and the company's EDGAR profile. The base shelf prospectus is, and the prospectus supplement will be, accessible on SEDAR+ and on EDGAR.

An electronic or paper copy of the base shelf prospectus and the prospectus supplement, upon filing, and any amendments thereto, may be obtained, without charge, from Joseph Gunnar & Co., prospectus department, 40 Wall St., 30th floor, New York, N.Y., 10005, by telephone at 212-440-9600 or by e-mail: prospectus@jgunnar.com, or from D. Boral Capital, 590 Madison Ave., 39th floor, New York, N.Y., 10022, by e-mail at dbccapitalmarkets@dboralcapital.com.

Consolidation

Although not yet effective, the company's board of directors has approved a consolidation of its outstanding shares on the basis of up to one postconsolidation common share for every 25 preconsolidation shares. The company anticipates effecting the consolidation in conjunction with the pricing of the offering. The consolidation remains subject to the approval of Cboe Canada.

The consolidation is intended to allow the company to meet the minimum share price requirement of the U.S. national securities exchange and is being undertaken in connection with the company's proposed U.S. listing. The consolidation will not affect a shareholder's proportionate ownership interest in the company, except for adjustments resulting from the treatment of fractional shares.

The company currently has 230,434,141 shares issued and outstanding. Following the consolidation, assuming a consolidation ratio of one for 25, the company expects to have approximately 9,217,365 shares issued and outstanding, prior to rounding for fractional shares and prior to giving effect to the offering.

The company's name and stock symbol will remain unchanged following the consolidation. The new Cusip number will be 17888V201, and the new ISIN will be CA17888V2012 for postconsolidation shares.

No fractional shares will be issued if, as a result of the consolidation, a registered shareholder would otherwise be entitled to a fractional share. Instead, any fractional interest resulting from the consolidation will be rounded down to the nearest whole share. Any of the company's outstanding stock options, warrants and other convertible securities will be adjusted on the same basis (one for up to 25) to reflect the consolidation in accordance with their respective terms, with proportionate adjustments to be made to the exercise prices.

About Cizzle Brands Corp.

Cizzle Brands is a vertically integrated sports nutrition company that is elevating the game in health and wellness. Through extensive collaboration and testing with leading athletes and trainers across several sports, Cizzle Brands has launched three game-changing brands: (i) Cwench Hydration, a better-for-you sports drink that is now carried in over 6,900 locations in Canada, the United States and Europe; (ii) Spoken Nutrition, a premium brand of athlete-grade nutraceuticals that carry the prestigious NSF Certified for Sport qualification; and (iii) HappiEats, upgrading everyday eats with high performance foods such as sport pasta and SnakStars sport bites. It also owns and operates the Cwench hydration factory, a manufacturing facility that produces Cwench Hydration and other leading beverage brands in Tetra Pak packaging. All Cizzle Brands products are designed to help people of all ages achieve their best in competitive sports and in living a healthy, vibrant, active lifestyle.

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