Welcome to our dedicated page for Functional Brands SEC filings (Ticker: MEHA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Functional Brands, Inc. (NASDAQ: MEHA) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as a public issuer on the Nasdaq Capital Market. Functional Brands is a health and wellness company focused on acquiring and growing science-based consumer brands such as Kirkman®, P2i by Kirkman®, Hemptown Naturals and Healthy Assist by Kirkman, and its filings offer detailed insight into this business.
Through documents filed with the U.S. Securities and Exchange Commission, investors can review information on Functional Brands’ capital structure, financial condition and operating performance. For example, the company has filed a Form 8-K describing the release of financial results for a fiscal quarter, including revenue, gross profit, operating expenses and net income, along with balance sheet and cash flow data. Filings also identify MEHA common stock as registered under Section 12(b) of the Exchange Act and listed on The Nasdaq Stock Market LLC, and note the company’s status as an emerging growth company.
On this page, users can monitor current and historical filings such as Form 8-K for material events and earnings announcements, as well as other periodic and registration statements that may be filed over time. These documents help explain how Functional Brands reports on its wellness and performance products business, its portfolio of brands and its financial results.
Stock Titan enhances access to MEHA filings with tools that surface new submissions from EDGAR and organize them by form type and date. This structure allows readers to quickly locate items such as quarterly updates, capital markets disclosures and other regulatory documents that shape the public record for Functional Brands, Inc.
Functional Brands Inc. reported second quarter 2026 results showing modest revenue growth but a sharp deterioration in profitability and liquidity. Net revenue for the three months ended June 30, 2026 was $1,870,548, up about 2% from $1,832,532 a year earlier, driven by higher direct-to-consumer and contract manufacturing sales. Gross profit rose to $1,120,341 from $968,095 as gross margin expanded by 710 basis points to 59.9%.
Higher operating and non-cash financing-related costs more than offset the margin gains. Sales and marketing expenses more than doubled year over year, and general and administrative expenses more than doubled, reflecting higher payroll, professional fees, Amazon fees, stock-based compensation, insurance, and public-company costs. Other expense increased significantly, including a $967,942 non-cash loss from the change in fair value of derivative liabilities and a loss on default of a convertible note.
As a result, second quarter net loss widened to $2,630,548 from $226,056, and for the first six months of 2026 the net loss was $9,621,337 versus $352,838 in 2025. At June 30, 2026, cash was $352,142, working capital deficit was $2,903,380, and accumulated deficit was $16,679,712. The company states these conditions raise substantial doubt about its ability to continue as a going concern and indicates it is relying on future capital raises and product sales to fund operations.
Functional Brands Inc., a nutraceutical producer, reported modest six‑month revenue of $3.52 million but a sharply higher net loss of $9.62 million. Cash fell to $352,142 at June 30 2026, with a working capital deficit of $2.90 million and total liabilities of $9.41 million exceeding assets of $6.45 million, resulting in a stockholders’ deficit of $2.96 million.
The company discloses substantial doubt about its ability to continue as a going concern and is highly reliant on additional debt and equity financing. During the period it undertook a complex capital restructuring, extinguishing Series A and B preferred shares and issuing Series C convertible preferred stock (classified as a $2.76 million liability) and $837,800 of senior secured convertible notes (carrying value $993,525) with bifurcated embedded derivative liabilities measured via Monte Carlo models.
The company failed to commence mandatory redemptions on the Series C and subsequently lost its Nasdaq listing in June 2026, both constituting Events of Default that triggered higher default interest (up to 24%), a 125% default premium on the notes, and use of alternate, lower conversion prices. Management is in discussions with holders, and no accelerations had been exercised as of the report date.
Functional Brands Inc. is removing its common stock from listing and registration on the Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq certifies that it has met the requirements for filing Form 25 to strike this class of securities from listing and/or withdraw its registration.
Functional Brands Inc. updated its CEO compensation by amending Eric Gripentrog’s executive employment agreement and granting him a large stock option award. The amendment replaces a prior performance-based restricted stock unit award valued at $500,000 with options to purchase 3,500,000 shares of common stock under the 2026 Equity Incentive Plan.
The options are designated as incentive stock options, carry an exercise price of $0.0055 per share, have a ten-year term, and are fully vested and exercisable as of the grant date. A separate Stock Option Agreement confirms the same 3,500,000-share option, a total exercise price of $19,250.00, and an expiration date of June 29, 2036, with a three-month post-termination exercise window in most cases.
Functional Brands Inc. reports that BullionFX has terminated their Asset Purchase Agreement dated May 22, 2026, so the planned acquisition of BullionFX’s “Alchemy” gold-backed blockchain settlement platform will not proceed. The deal would have exchanged the assets for 100,000 shares of Functional Brands’ Series D Convertible Preferred Stock.
The Asset Purchase Agreement was terminated effective June 29, 2026, meaning none of the previously contemplated transactions will be consummated.
Functional Brands Inc. is facing delisting of its common stock from the Nasdaq Capital Market after triggering Nasdaq’s low-priced stock rules. Nasdaq issued a Staff Delisting Determination on June 9, 2026, after the company’s shares closed at $0.10 or less for ten consecutive trading days as of June 8, 2026.
The stock had already been non-compliant with Nasdaq’s $1.00 minimum bid price requirement since a prior notice dated December 30, 2025, and the company had until June 29, 2026, to regain compliance. Trading on Nasdaq is scheduled to be suspended at the opening of business on June 16, 2026, and a Form 25-NSE will remove the securities from Nasdaq listing and registration.
Functional Brands may request a hearing before a Nasdaq Hearings Panel by June 16, 2026, with a non-refundable fee of $20,000, but a timely request will not stay the trading suspension, and there is no assurance any appeal would succeed or that the company can regain compliance.
Functional Brands Inc. reported results of a reconvened special stockholder meeting held on June 1, 2026. Stockholders first approved an amendment to the Certificate of Incorporation that allows the board, at its discretion, to implement a reverse stock split of the common stock at any time before the one-year anniversary of the meeting, at a ratio between 1-for-2 and 1-for-250.
Stockholders also approved the Functional Brands Inc. 2026 Equity Incentive Plan. At the meeting, 7,874,310 shares, or about 35.93% of the 21,912,868 shares of common stock eligible to vote as of April 16, 2026, were present in person or by proxy, constituting a quorum.
Functional Brands Inc. adjourned its Special Meeting of Stockholders because not enough shares were represented to reach a quorum under its bylaws. The meeting, originally set for May 28, 2026, is now scheduled to reconvene virtually on June 1, 2026 at 10:00 a.m. Pacific Time.
No changes were made to the proposals up for vote, and stockholders of record as of April 16, 2026 remain entitled to vote at the reconvened meeting. The company is actively soliciting additional proxies and has issued a press release with details and voting support contacts.
Functional Brands Inc. filed an amended report to expand disclosure around its new Chief Financial Officer and a related-party services arrangement. The company clarified that, effective May 18, 2026, David R. Wells was appointed CFO, principal financial and accounting officer, and joined the Board, following Tariq Rahim’s resignation from the Board and his transition to Vice President, Finance. The amendment also describes a Services Agreement with Atlas Bookkeeping, LLC, an entity owned by Mr. Wells, under which Atlas provides bookkeeping, financial reporting, investor relations, finance and administrative support services. The amendment notes the monthly fee under this agreement increased from $13,000 to $18,000 effective April 15, 2026, and that Functional Brands has paid Atlas approximately $89,833 in fees and reimbursable expenses through May 21, 2026.
Functional Brands Inc. agreed to acquire assets from BullionFX, including the Alchemy gold‑backed blockchain platform, in an all‑stock asset deal valued at $142.9 million. As consideration, the company will issue 100,000 shares of new Series D Preferred Stock.
The Series D Preferred is expected to convert, after stockholder approval and any required Nasdaq Capital Market listing conditions, into Conversion Shares representing 98.28% of the company’s outstanding common stock at closing, creating substantial dilution for existing holders. The preferred carries a liquidation preference equal to the greater of two times its $142.9 million stated value or the value of conversion shares.
Closing is targeted for the second or third quarter of 2026 and is subject to extensive conditions, including settlement of outstanding litigation, agreements to buy out or cancel existing Series C preferred and convertible notes, completion of due diligence and a valuation report, purchase of a D&O tail policy, and an equity financing of at least $10 million. The company highlights forward‑looking risks around execution, regulation, capital needs, Nasdaq compliance, and the significant dilution associated with the transaction.