Cizzle Brands Corporation (Cboe Canada: CZZL) (OTCQB: CZZLF) (Frankfurt: 8YF) (“Cizzle Brands” or the “Company”), a leading innovator in the health, wellness, and sports nutrition sectors, has officially closed the second and final tranche of its previously announced non-brokered private placement (the “Offering”). With the completion of this latest tranche, the total gross proceeds raised under the Offering amount to an impressive $4,501,682, exceeding the company’s original target.
The closing of the Offering marks a significant financial milestone for Cizzle Brands and underscores the market’s strong and growing confidence in the Company’s business strategy, leadership, and future prospects. According to the Company, the Offering was oversubscribed, a clear indicator of robust demand from both institutional and retail investors.
A Testament to Market Confidence and Team Commitment
John Celenza, Founder, Chairman, and CEO of Cizzle Brands, expressed his enthusiasm and gratitude toward stakeholders:
“This financing marks another important milestone for us as we continue to elevate the game in health and wellness and sports nutrition. Not only does it reflect investor confidence in our strategy with the Offering over-subscribed, it also demonstrates our team’s belief in our business with executives and employees investing over $500,000 in the round. We’re focused, aligned, and energized to keep driving revenues while maintaining industry leading gross margins.”
Celenza’s remarks highlight the dual strength of external investor interest and internal conviction. Executives and employees collectively contributed more than half a million dollars to the Offering—underscoring their confidence in the Company’s long-term vision and performance potential.
Details of the Second and Final Tranche
The second tranche consisted of 9,796,340 units (the “Units”) issued at a price of $0.36 per Unit, generating approximately $3,526,682 in gross proceeds. This follows the earlier closing of the first tranche on July 10, 2025, which comprised 2,708,331 Units and raised an additional $975,000.
Each Unit issued in the Offering is composed of one common share (each, a “Share”) and one share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to acquire one additional Share at a price of $0.44, exercisable for a period of 36 months from the issuance date. This structure is intended to provide additional value and long-term upside for investors who participated in the placement.
Use of Proceeds and Strategic Application
Cizzle Brands confirmed that the net proceeds from the Offering will primarily be allocated toward working capital and general corporate purposes. This infusion of capital will support ongoing operations, product innovation, marketing, and expansion initiatives across the Company’s growing portfolio of wellness and nutrition brands.
To facilitate the Offering, certain finders were paid cash fees totaling $20,088.00 and were issued 70,611 Units as referral fees, consistent with industry practices for non-brokered financings.
Insider and Employee Participation
A noteworthy aspect of this Offering is the significant participation from insiders and employees of the Company:
- Insiders subscribed for a total of 258,905 Units, contributing $93,205.80 in gross proceeds.
- Employees subscribed for 1,255,556 Units, generating $452,000 in additional capital.
Such participation from within the organization further strengthens investor sentiment, as it illustrates the leadership’s deep commitment and belief in the Company’s strategic direction.
The participation by insiders constitutes a “related-party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the issuance of securities to insiders is exempt from the formal valuation and minority approval requirements under MI 61-101 because the value of these transactions is below 25% of the Company’s market capitalization.
Regulatory Disclaimer
In compliance with applicable securities laws, the Company reiterated that this press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in jurisdictions where such activities would be unlawful. The securities referenced have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under any U.S. state securities laws. Therefore, they may not be offered or sold within the United States or to U.S. persons unless an exemption from registration is available.
About Cizzle Brands Corporation
Cizzle Brands Corporation is an emerging leader in the global health, wellness, and performance nutrition markets. With a commitment to delivering high-quality, science-backed products that align with evolving consumer lifestyles, Cizzle Brands is dedicated to innovation, transparency, and sustainable growth. The Company continues to strengthen its brand portfolio and expand its reach across multiple distribution channels, both in North America and internationally.
