Functional Brands Inc. Receives Nasdaq Staff Delisting Determination

Functional Brands (NASDAQ: MEHA) received a Nasdaq Staff Determination on June 9, 2026 to delist its common stock from the Nasdaq Capital Market under the Low Priced Stocks Rule.

Rhea-AI Summary

Functional Brands (NASDAQ: MEHA) received a Nasdaq Staff Determination on June 9, 2026 to delist its common stock from the Nasdaq Capital Market under the Low Priced Stocks Rule.

Trading will be suspended June 16, 2026, with a Form 25-NSE filed to remove the listing. The company may appeal to a Nasdaq Hearings Panel but offers no assurance of success.

Positive

• Company may request a Nasdaq Hearings Panel review of the Staff Determination
• Appeal process could provide additional time to address listing deficiencies

Negative

• Nasdaq Staff Determination to delist MEHA from the Nasdaq Capital Market
• Trading suspension effective at market open on June 16, 2026
• Stock traded at or below $0.10 for ten consecutive trading days
• Ongoing noncompliance with Nasdaq $1.00 minimum bid price requirement
• Company states there is no assurance of successful appeal or regaining compliance

Argus Jun 15 session

-54.59% close to close Open Argus

Details

News Market Reaction – MEHA

On Jun 15, the day this news came out, MEHA closed 54.59% below the previous close.

Data tracked by StockTitan Argus for the Jun 15 session.

Market Context

On Jun 15, the day this news came out, the stock closed 54.6% below the previous close. A negative r...

Analysis

On Jun 15, the day this news came out, the stock closed 54.6% below the previous close. A negative reaction despite earlier strategic initiatives fits a pattern where positive‑sounding developments sometimes met with selling pressure, as seen around certain BullionFX | Alchemy updates. The Nasdaq staff delisting determination, referencing prolonged bid prices at or below $0.10, underscores heightened listing and liquidity risk. Even with prior steps like reverse split authorization and acquisition plans, the prospect of trading suspension and a Form 25‑NSE filing could reinforce concerns about long‑term viability and access to capital markets.

Key Figures

Minimum bid price requirement: $1.00 per share Low-priced trigger level: $0.10 closing bid Compliance period length: 180 calendar days +5 more

Minimum bid price requirement

$1.00 per share

Nasdaq Listing Rule 5550(a)(2) bid price requirement

Low-priced trigger level

$0.10 closing bid

Nasdaq Listing Rule 5810(c)(3)(A)(iii) threshold for 10 consecutive days

Compliance period length

180 calendar days

Period granted to regain $1.00 bid price compliance ending June 29, 2026

Hearing request fee

$20,000

Non-refundable fee due by 4:00 p.m. ET on June 16, 2026 for Nasdaq hearing

Current share price

$0.0414

Price before publication vs. Nasdaq delisting determination

52-week trading range

$0.0388–$8.00

52-week low and high prior to delisting notice

Q1 2026 net revenue

$1,645,524

First quarter 2026 results reported on May 18, 2026

Q1 2026 net loss

$6,990,789

First quarter 2026 net loss, sharply wider year over year

Historical Context

5 past events · Latest: Jun 05

5 events

1. Jun 05

   Acquisition financing talks

   24h Move

   -17.9%

   Advanced talks with strategic partners to fund BullionFX | Alchemy commercialization.

2. Jun 04

   Financial update & deal

   24h Move

   +28.3%

   Improved balance sheet metrics while advancing BullionFX | Alchemy acquisition plans.

3. Jun 03

   Reverse split approval

   24h Move

   -1.0%

   Shareholders approved reverse split, clearing key condition for $142.9M acquisition.

4. May 27

   Meeting adjournment

   24h Move

   +1.4%

   Adjourned special stockholder meeting due to quorum, rescheduled with same proposals.

5. May 22

   Major acquisition deal

   24h Move

   +38.7%

   Definitive agreement to acquire Alchemy platform in $142.9M all‑stock asset deal.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

form 25-nse, nasdaq listing rule 5800 series, nasdaq hearings panel

3 terms

form 25-nse regulatory

"a Form 25-NSE will be filed with the Securities and Exchange Commission"

Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.

nasdaq listing rule 5800 series regulatory

"to appeal the Staff Determination, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series"

NASDAQ Listing Rule 5800 Series is the set of exchange rules that governs how and why a company’s shares can be removed from NASDAQ, including the warning, hearing and appeal steps before delisting. Think of it like a landlord’s lease rules and eviction process for a building: they explain the specific conditions that can lead to removal and the formal steps a company must follow. Investors care because delisting can sharply reduce a stock’s visibility, trading ease and value, so these rules affect risk and liquidity.

nasdaq hearings panel regulatory

"The Company may request a hearing before the Nasdaq Hearings Panel (the "Panel")"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Lake Oswego, Oregon--(Newsfile Corp. - June 15, 2026) - Functional Brands Inc. (NASDAQ: MEHA) (the "Company"), a leading innovator in wellness and performance products, announced today that on June 9, 2026, it received a written notification (the "Staff Determination") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that Nasdaq has determined to delist the Company's common stock from The Nasdaq Capital Market.

As previously disclosed, on December 30, 2025, the Company received notice from Nasdaq that the closing bid price of its common stock had been below $1.00 per share for 30 consecutive business days, and was therefore not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market (the "Bid Price Requirement"). The Company was afforded 180 calendar days, or until June 29, 2026, to regain compliance with the Bid Price Requirement.

The Staff Determination was issued pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the "Low Priced Stocks Rule"). Under the Low Priced Stocks Rule, if during any compliance period a company's security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department is required to issue a Staff Delisting Determination. As of June 8, 2026, the Company's common stock had a closing bid price of $0.10 or less for ten consecutive trading days.

As a result of the Staff Determination, trading of the Company's common stock will be suspended at the opening of business on June 16, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC") to remove the Company's securities from listing and registration on The Nasdaq Stock Market.

The Company may request a hearing before the Nasdaq Hearings Panel (the "Panel") to appeal the Staff Determination, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. A hearing request must be submitted, along with a non-refundable fee of $20,000, no later than 4:00 p.m. Eastern Time on June 16, 2026. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii)(e), a timely request for a hearing will not stay the trading suspension of the Company's common stock.

There can be no assurance that the Company will be successful in its appeal or that it will be able to regain compliance with Nasdaq's listing requirements within the timeframe that may be provided by the Panel, or at all.

About Functional Brands Inc.

Functional Brands Inc. (NASDAQ: MEHA) is a leading innovator in wellness and performance products dedicated to Making Everyone Healthy Again™. The Company's portfolio includes Kirkman®, one of the most trusted names in nutritional supplements for over 75 years with products available in more than 35 countries; P2i™ by Kirkman® Prenatal Multivitamin & Multimineral, the first prenatal supplement to align with FIGO standards and comply with California SB 646; and Tru2u.health, a consumer-facing telehealth and wellness platform. Functional Brands operates an FDA-registered, cGMP-compliant manufacturing facility in Oregon.

For more information, visit www.functionalbrandsinc.com and www.kirkmangroup.com, and www.Tru2u.health. Information on the Company's website does not constitute a part of and is not incorporated by reference into this press release.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements regarding the Company's intention to appeal the Staff Determination, the potential outcome of any such appeal, and the Company's ability to regain compliance with Nasdaq's listing requirements. These statements are based on management's current expectations, estimates, and projections about the Company's business and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.

Such risks and uncertainties include, but are not limited to: the outcome of the Company's appeal before the Panel; the Company's ability to demonstrate a plan to regain compliance with Nasdaq's listing requirements; and general market and economic conditions. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Readers are cautioned not to place undue reliance on forward-looking statements.

Investor Relations Contact:

FunctionalBrands@icrinc.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/301450

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is Functional Brands (NASDAQ: MEHA) facing Nasdaq delisting in June 2026?

Functional Brands is facing delisting because its stock closed at or below $0.10 for ten consecutive trading days. According to the company, this triggered Nasdaq’s Low Priced Stocks Rule and led to a Staff Delisting Determination on June 9, 2026.

When will trading of Functional Brands (MEHA) shares be suspended on Nasdaq?

Trading of Functional Brands common stock will be suspended at the opening of business on June 16, 2026. According to the company, Nasdaq will also file Form 25-NSE to remove the securities from listing and registration on The Nasdaq Stock Market.

What Nasdaq listing rules did Functional Brands (MEHA) fail to meet?

Functional Brands is not meeting Nasdaq’s $1.00 minimum bid price rule and the Low Priced Stocks Rule. According to the company, shares stayed below $1.00 for 30 days and then at or below $0.10 for ten consecutive days, triggering delisting action.

Can Functional Brands (MEHA) appeal the Nasdaq Staff Delisting Determination?

Functional Brands may request a hearing before a Nasdaq Hearings Panel to appeal the Staff Determination. According to the company, the request, plus a $20,000 non-refundable fee, must be submitted by 4:00 p.m. Eastern Time on June 16, 2026.

What is the risk for MEHA shareholders after the Nasdaq delisting notice?

MEHA shareholders face the risk that the stock may be removed from Nasdaq and traded elsewhere with lower liquidity. According to the company, there is no assurance it will succeed in any appeal or regain compliance with Nasdaq listing requirements.