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Functional Brands Inc. Signs Binding Letter of Intent for the Acquisition of the Assets of BullionFX | Alchemy for $142.9 million

(Neutral)

Functional Brands (NASDAQ: MEHA) signed a binding Letter of Intent to acquire the assets of BullionFX | Alchemy in an all-stock deal valued at approximately $142.9 million.

The BullionFX Assets include a blockchain-based, gold-backed DeFi ecosystem designed to link audited physical gold with digital financial applications for retail and institutional users.

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Positive

  • Binding LOI to acquire BullionFX Assets for approximately $142.9 million all-stock
  • Access to blockchain infrastructure built around auditable physical gold reserves
  • Planned gold- and USD-backed stablecoins, lending, borrowing and yield products
  • Technology aimed at interoperability between traditional finance and Ethereum-based networks
  • Platform design includes real-time third-party attestation of gold reserves

Negative

  • Transaction still subject to due diligence, regulatory review and board approvals
  • Valuation of $142.9 million is based in part on projected DeFi product revenue

News Market Reaction – MEHA

+26.18% 8.9x vol
35 alerts
+26.18% Session close to close
+111.8% Peak Tracked
-24.5% Trough Tracked
$2.63M Market Cap
8.9x Rel. Volume

In the May 11 session, MEHA gained 26.18%, reflecting a significant positive market reaction. Argus tracked a peak move of +111.8% during that session. Argus tracked a trough of -24.5% from its starting point during tracking. Our momentum scanner triggered 35 alerts that day, indicating elevated trading interest and price volatility. Trading volume was exceptionally heavy at 8.9x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +26.2% in the session following this news. A strong positive reaction aligns with t...
Analysis

The stock surged +26.2% in the session following this news. A strong positive reaction aligns with the transformational nature of this all-stock $142.9 million asset acquisition, given MEHA’s small pre-news market cap of $2,070,766. Historically, the stock has often sold off on positive operating news, so a sharp gain would mark a break from that pattern. Investors would still need to weigh the shift from nutraceuticals toward a blockchain-based gold ecosystem and the company’s prior going-concern disclosures.

Key Figures

Acquisition valuation: $142.9 million
1 metrics
Acquisition valuation $142.9 million All-stock consideration for BullionFX | Alchemy assets per binding LOI

Historical Context

5 past events · Latest: May 06 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
May 06 Product launch Positive -6.9% Launch of GLP-Squared dual-peptide injection via Tru2u.health platform.
Apr 29 Platform expansion Positive -10.5% Addition of clinically supervised NAD+ therapy to Tru2u.health.
Apr 22 Tech partnership Positive +7.2% Strategic AI partner-marketing agreement with partnrup.ai for Tru2u.health.
Apr 17 Product launch Positive -4.1% Launch of Kirkman Weight Loss Support Bundle of three supplements.
Mar 30 Earnings update Positive -3.3% Q4 and 2025 results showing modest revenue growth and a return to profitability.

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

Pattern Detected

Recent history shows mostly negative price reactions to ostensibly positive operational updates, with only one of five events seeing a supportive move.

Recent Company History

Over the last six weeks, Functional Brands has focused on expanding Tru2u.health and its wellness portfolio, launching GLP-Squared Injection on May 6, 2026, adding NAD+ therapy on April 29, 2026, and introducing a weight loss support bundle on April 17, 2026. A strategic AI partnership with partnrup.ai was announced on April 22, 2026. Financially, the company reported Q4 and full-year 2025 results on March 30, 2026, highlighting a return to profitability. Against this backdrop, the BullionFX asset acquisition LOI marks a major diversification beyond its traditional nutraceutical focus.

Key Terms

decentralized finance, blockchain-based, defi, stablecoins, +3 more
7 terms
decentralized finance financial
"including payments, above-market yield and decentralized finance functionalities."
Decentralized finance, often called DeFi, is a way of using digital technology to offer financial services like lending, borrowing, and trading without relying on traditional banks or institutions. It operates on open networks where anyone can participate, much like a digital marketplace that runs on shared computer systems. For investors, DeFi provides more direct control over their assets and access to financial activities outside conventional systems.
blockchain-based technical
"a blockchain-based financial ecosystem designed around auditable physical gold."
"Blockchain-based" describes systems or technologies that rely on a digital ledger shared across many computers to record and verify transactions securely and transparently. Imagine a shared spreadsheet that everyone can see and update, but once a change is made, it cannot be altered without everyone’s agreement. This approach helps ensure trust and security without needing a central authority, which can be important for investors seeking reliable and tamper-proof record-keeping.
defi financial
"The BullionFX Assets offer a comprehensive DeFi ecosystem in which every unit"
DeFi, short for decentralized finance, is a system of financial services built on blockchain technology that operates without traditional banks or intermediaries. It allows people to borrow, lend, trade, and earn interest directly with each other through digital platforms, much like using a peer-to-peer marketplace. For investors, DeFi offers the potential for greater access, transparency, and control over their financial activities.
View in glossary
stablecoins financial
"architecture supports gold and USD backed stablecoins, lending and borrowing"
Stablecoins are a type of digital currency designed to maintain a steady value, often linked to traditional currencies like the dollar or euro. They function like digital cash that offers the convenience of online transactions while avoiding the large price swings common with other cryptocurrencies. This stability makes them useful for investors and users who want a reliable way to store and transfer value without exposure to sudden market changes.
interoperability technical
"technology designed to facilitate interoperability between traditional financial"
Interoperability is the ability of different systems, devices, or software to work together smoothly and share information easily. It matters to investors because it enables more efficient operations, better data sharing, and faster decision-making across various platforms or technologies. When systems are interoperable, they can connect and communicate as if they were part of a single, unified system, reducing complexity and increasing overall effectiveness.
ethereum technical
"including infrastructure developed on Ethereum."
Ethereum is a digital money system and computing platform built on a shared online ledger called a blockchain; its native token, ether (ETH), is used to pay for transactions and run automated contracts. Investors care because ether acts like a tradeable asset whose price can move sharply, and the platform’s usage, upgrades, and rules affect supply, demand and potential returns—think of it as both a new kind of commodity and the fuel for a global app store.
stablecoin financial
"and a USD stablecoin backed by physical gold, free from the counterparty"
A stablecoin is a type of digital currency designed to keep its value steady, often by being backed by traditional assets like money or commodities. For investors, stablecoins offer a reliable way to move money quickly across digital platforms without the value fluctuations common with other cryptocurrencies, making them useful for saving, trading, or transferring funds with less risk of sudden losses.

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

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Strategic acquisition of BullionFX | Alchemy assets is expected to position MEHA to develop a decentralized gold-backed financial ecosystem anchored by an auditable physical gold infrastructure

Lake Oswego, Oregon--(Newsfile Corp. - May 11, 2026) - Functional Brands Inc. (NASDAQ: MEHA) (the "Company"), a leading innovator in wellness and performance products, today announced it has executed a binding Letter of Intent ("LOI") to acquire the assets of BullionFX, including its core product Alchemy (collectively, the "BullionFX Assets"), in an all-stock transaction valued at approximately $142.9 million.

The transaction contemplated by the LOI represents a strategic asset acquisition that is expected to provide the Company with access to technology, infrastructure and intellectual property associated with the BullionFX Assets, a blockchain-based financial ecosystem designed around auditable physical gold. Upon closing and operationalization, the BullionFX Assets are expected to support the development of products and infrastructure intended to enable retail and institutional users to access gold-linked digital financial applications, including payments, above-market yield and decentralized finance functionalities.

The BullionFX Assets also include technology designed to facilitate interoperability between traditional financial systems and blockchain-based networks, including infrastructure developed on Ethereum. The acquisition of the BullionFX Assets is a natural extension of Functional Brands' core strategy of identifying innovative products and platforms that address emerging consumer needs and create long-term value for shareholders.

The BullionFX Assets offer a comprehensive DeFi ecosystem in which every unit of digital value is directly tied to auditable physical gold held by independent custodians. The platform's architecture supports gold and USD backed stablecoins, lending and borrowing protocols, yield products, and cross-chain interoperability; all underpinned by real-time attestation of gold reserves through third-party institutional grade audit mechanisms.

"This transaction will be transformational for Functional Brands and our shareholders," said Eric Gripentrog, CEO of Functional Brands Inc. "The BullionFX Assets are expected to enable us to create what we believe is the most credible bridge between physical gold markets and decentralized finance. A fully auditable, real collateral with a protocol designed for institutional and retail participants alike. We are proud to formalize our commitment to bring this ecosystem into the public markets."

Stephen Moss, creator and developer of the BullionFX Assets commented, "Bringing Alchemy to the Nasdaq will provide market access and institutional credibility our platform needs to accelerate its mission: delivering a stable, transparent financial ecosystem to retail users while bridging traditional and decentralized financial products. This convergence allows institutions to offer competitive products that the traditional sector alone cannot provide, as we enter a new era of financial innovation. We look forward to working with the MEHA management team to utilize the BullionFX Assets to launch a number of leading institutional products - including high-yielding exchange-traded funds denominated in gold and USD, and a USD stablecoin backed by physical gold, free from the counterparty risk inherent in holding USD within the centralized banking system."

Simon Rahme, co-creator and developer, expanded, "Every major financial ecosystem requires a stable foundation. Blockchain has had the infrastructure - what it has lacked is the right asset to build on. Alchemy's blockchain has been built to run on $GOLD - physical metal, vaulted and audited - giving developers and institutions a settlement layer with five thousand years of monetary validation behind it."

Under the terms of the binding LOI, the parties have agreed to work expeditiously toward definitive agreements, with final terms subject to completion of due diligence, regulatory review, approval by the respective boards of directors and other customary closing conditions. The $142.9 million valuation reflects BullionFX's technology infrastructure and early projected revenue from its suite of decentralized financial products.

About Functional Brands Inc. (NASDAQ: MEHA)

Functional Brands Inc. (NASDAQ: MEHA) is a health and wellness company dedicated to delivering innovative, evidence-based therapeutic solutions through its proprietary digital platform, Tru2u.health. The Company's mission is to make clinically meaningful health optimization accessible, personalized, and scalable for every member. Functional Brands develops and distributes a curated portfolio of functional health products, peptide therapies, and telehealth services designed to support metabolic health, longevity, and overall wellbeing.

Cautionary Note Regarding Forward-Looking Statements

This news release and statements of Functional Brands' management in connection with this news release or related events contain or may contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements (including statements related to the closing, and the anticipated benefits to the Company, of the private placement described herein) related to future events, which may impact our expected future business and financial performance, and often contain words such as "expects," "anticipates," "intends," "plans," "believes," "potential," "will," "should," "could," "would," "optimistic" or "may" and other words of similar meaning. These forward-looking statements are based on information available to us as of the date of this news release and represent management's current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve significant known and unknown risks, uncertainties and other factors which may be beyond our control.

Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the ability of the parties to negotiate final terms of a definitive acquisition agreement, the closing of the contemplated asset purchase agreement, including expected conditions to closing which are anticipated to include regulatory approvals, valuations, and future shareholder approvals; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the Company or BullionFX (collectively, the "LOI Parties") to terminate the LOI agreement; the effect of such termination; the outcome of any legal proceedings that may be instituted against LOI Parties or their respective directors or officers; the ability to obtain regulatory and other approvals and meet other closing conditions for the asset acquisition on a timely basis or at all, including the risk that any regulatory and other approvals required may not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the transaction; the ability to obtain any necessary approval by the Company's stockholders on the expected schedule of the transactions contemplated by the LOI; difficulties and delays in integrating BullionFX's assets in the Company; prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the parties; potential adverse reactions or changes to business relationships resulting from the announcement of the LOI and future expected acquisition; uncertainty as to the long-term value of the common stock of the Company following the acquisition; the significant dilution to the Company's stockholder in connection with the acquisition; the continued availability of capital and financing following the potential acquisition transaction; the business, economic and political conditions in the markets in which the LOI Parties operate; and the fact that the Company's reported earnings and financial position may be adversely affected by tax and other factors.

Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. Potential investors should review Functional Brands' Registration Statement filed with the SEC on Form S-1 on October 16, 2025 and the Company's Annual Report on Form 10-K filed with the SEC on March 27, 2026 for more complete information, including the risk factors that may affect future results, which are available for review at www.sec.gov. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/296855

FAQ

What did Functional Brands (NASDAQ: MEHA) announce about acquiring BullionFX | Alchemy on May 11, 2026?

Functional Brands announced a binding Letter of Intent to acquire the assets of BullionFX, including Alchemy, in an all-stock deal valued at about $142.9 million. According to the company, the assets comprise a gold-backed blockchain financial ecosystem for retail and institutional users.

How much is Functional Brands paying for the BullionFX Assets and what is the deal structure for MEHA shareholders?

The BullionFX Assets are valued at approximately $142.9 million in an all-stock transaction. According to Functional Brands, this valuation reflects BullionFX’s technology infrastructure and early projected revenue from its decentralized financial products, with final deal terms pending definitive agreements and approvals.

What is the BullionFX | Alchemy gold-backed DeFi ecosystem that MEHA plans to acquire?

BullionFX | Alchemy is described as a blockchain-based financial ecosystem where each digital unit is tied to auditable physical gold. According to Functional Brands, the platform supports gold and USD stablecoins, lending, borrowing, yield products, and cross-chain interoperability with real-time third-party gold reserve attestation.

How could the BullionFX acquisition support Functional Brands’ strategy and future products (NASDAQ: MEHA)?

The acquisition is described as a natural extension of Functional Brands’ strategy of backing innovative platforms. According to the company, the BullionFX Assets are expected to enable gold-linked payments, above-market yield offerings, DeFi tools, and potential institutional products such as high-yield ETFs and a gold-backed USD stablecoin.

Is the BullionFX | Alchemy acquisition by Functional Brands finalized yet?

The acquisition is not yet finalized and currently rests on a binding Letter of Intent. According to Functional Brands, completion depends on due diligence, regulatory review, board approvals, and other customary closing conditions before definitive agreements can be executed.

What role does audited physical gold play in the BullionFX ecosystem MEHA aims to acquire?

Audited physical gold is central to the BullionFX ecosystem, with each digital unit linked to gold held by independent custodians. According to Functional Brands, institutional-grade third-party audits and real-time attestation underpin the platform’s gold reserves and support its stablecoins and DeFi products.