Cizzle Brands Corporation

10/28/2026 | Press release | Distributed by Public on 10/28/2026 14:11

Amendment to Annual Report by Canadian Issuer (Form 40-F/A)

Cizzle Brands Corporation (the "Company" or the "Registrant") is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on Form 40-F pursuant to the U.S.-Canadian multi-jurisdictional disclosure system. The Registrant is a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Registrant are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

The Company is filing this Amendment No. 1 (this "Amendment") to its original Annual Report on Form 40-F for the year ended July 31, 2026, which was filed with the United States Securities and Exchange Commission (the "SEC") on October 28, 2026 (the "Annual Report"), in order to refile Exhibit 99.1 - Annual Information Form for the Fiscal Year ended July 31, 2026 (the "AIF") to (i) correct a typographical error in the AIF, which inadvertently stated that the date of the AIF was October 28, 2026 instead of October 27, 2026, and (ii) update certain information set forth under "Item 9. Directors and Officers - Name, Occupation and Security Holding."

In addition, pursuant to the rules of the SEC, this Amendment also contains new certifications required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Except as described above, the Annual Report remains unchanged. In addition, this Amendment does not reflect events occurring after the filing of the Annual Report or modify or update those disclosures. Accordingly, this Amendment should be read in conjunction with the Annual Report and the Registrant's other SEC filings.

EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this Annual Report:

Exhibit Description
99.1* Annual Information Form for the year ended July 31, 2026
99.2** Audited Consolidated Financial Statements as at and for the years ended July 31, 2026 and 2025
99.3** Management's Discussion and Analysis for the year ended July 31, 2026
99.4* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended
99.5* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended
99.6** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8** Consent of MNP LLP
101.INS*** Inline XBRL Instance Document
101.SCH*** Inline XBRL Taxonomy Extension Schema Document
101.CAL*** Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*** Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*** Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*** Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Filed previously as an exhibit to the Annual Report.

*** To be filed by amendment.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment to the Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.

CIZZLE BRANDS CORPORATION
By: /s/ John Celenza
Name: John Celenza
Title: Chief Executive Officer, Executive Chairman and Director

Date: October 28, 2026

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