UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 40-F/A

(Amendment No. 1) 

¨ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

x Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

Cizzle Brands Corporation

(Exact name of Registrant as specified in its charter)

35 McCleary Court, Unit 21, Concord, Ontario L4K 3Y9, Canada 

(416) 505-0929 

(Address and telephone number of Registrant’s principal executive offices)

Bennett Jones (US) LLP 

45 Rockefeller Plaza Suite 2602, New York, NY 10111 

(212) 680-4120 

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 230,252,282 of the Registrant’s common shares were issued and outstanding as of July 31, 2026.

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes ¨ No ¨

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company x

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

EXPLANATORY NOTE

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:

* 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.

Date: October 28, 2026

ATTACHMENTS / EXHIBITS

EXHIBIT 99.1

EXHIBIT 99.4

EXHIBIT 99.5