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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported): May 17, 2026
FUNCTIONAL BRANDS
INC.
(Exact name
of Registrant as Specified in its Charter)
| Delaware |
|
001-42936 |
|
85-4094332 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
6400 SW Rosewood Street
Lake Oswego, Oregon 97035
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s
Telephone Number, Including Area Code): (800) 245-8282
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.00001 par value share |
|
MEHA |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company,
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.
EXPLANATORY NOTE
This Amendment No. 1 to the Current Report on
Form 8-K originally filed by Functional Brands Inc. (the “Company”) with the Securities and Exchange Commission on May 20,
2026 (the “Original Form 8-K”) is being filed to amend and supplement the disclosure contained in Item 5.02(c) of the
Original Form 8-K regarding certain compensatory and related party arrangements involving David R. Wells, the Company’s newly appointed
Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and member of the Board of Directors.
The Company is filing this Amendment No. 1 to
disclose the existence of a Services Agreement, dated November 20, 2025, as amended on April 15, 2026, between the Company and Atlas Bookkeeping,
LLC (“Atlas”), an entity owned by Mr. Wells, pursuant to which Atlas has been providing bookkeeping, financial reporting,
investor relations, finance and administrative support services to the Company.
The Original Form 8-K did not disclose the Services
Agreement and related arrangements with Atlas. This Amendment No. 1 is being filed to amend and supplement the Original Form 8-K to include
the disclosure required by Item 404(a) of Regulation S-K and Item 5.02(e) of Form 8-K and to file the Services Agreement and related amendment
as exhibits to this Current Report on Form 8-K/A.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Resignation of Board Member; Transition
of Chief Financial Officer.
On May 17, 2026, Tariq Rahim
submitted his letter of resignation as a member of the Board of Directors (“Board”) of Functional Brands Inc. (the “Company”),
effective immediately. Effective May 18, 2026, Mr. Rahim also ceased serving as the Company’s Chief Financial Officer and transitioned
to the role of Vice President, Finance, a non-executive officer position.
Mr. Rahim’s resignation
from the Board and transition from Chief Financial Officer to Vice President, Finance, was not the result of any disagreement with the
Company regarding its operations, policies or practices, including any matter relating to the Company’s financial reporting or accounting
practices.
A copy of Mr. Rahim’s
resignation letter relating to his resignation from the Board is filed as Exhibit 17.1 to this Current Report on Form 8-K.
(b) Appointment of New Chief Financial Officer
and Board Member.
In connection with Mr. Rahim’s
resignation from the Board and transition from his Chief Financial Officer role, effective May 18, 2026, David R. Wells was appointed
as a member of the Company’s Board and as the Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
of the Company pursuant to a unanimous written consent approved by the Board on May 19, 2026.
David R. Wells (age
63). Since December 2022, David R. Wells has served as a director of HeartSciences, Inc., a publicly traded healthcare
information technology company. From August 2023 to May 2025, Mr. Wells served as the Chief Financial Officer of Envoy Medical,
Inc., a publicly traded medical device company in the hearing health space. Also, Mr. Wells is a partner of Atlas Bookkeeping, LLC, a
technology-based financial services firm providing bookkeeping and reporting for emerging growth and small cap public and privately held
companies, which he founded in October 2022. Prior to that, Mr. Wells served as the Chief Financial Officer of GHS Investments, LLC, a
privately held “super value” fund focused on small to mid-cap companies, from June 2021 to September 2022, and served as the
Chief Financial Officer of ENDRA Life Sciences Inc., a publicly traded clinical diagnostics technology company, initially on an interim
basis beginning in May 2014, and on a continuing basis beginning in 2017 until June 2021. Mr. Wells was the founder of Wells Compliance
Group, a technology-based services firm supporting the financial reporting needs of publicly traded companies and privately held firms
whose investor or shareholder base required timely GAAP-compliant financial reporting. During his time at StoryCorp Consulting, Inc. (d/b/a/
Wells Compliance Group) from September 2009 to June 2021, Mr. Wells consulted with several emerging growth publicly traded companies.
He possesses over 30 years of experience in finance, operations and administrative positions. Mr. Wells holds an MBA from Pepperdine University
and a BS in Finance and Entrepreneurship from Seattle Pacific University.
(c) Compensatory Arrangements of Certain Officers.
The Company is party to a
Services Agreement, dated November 20, 2025, with Atlas Bookkeeping, LLC (“Atlas”), an entity owned by David R. Wells, the
Company’s newly appointed Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and member of the Board
of Directors. Pursuant to the Services Agreement, Atlas provides bookkeeping, financial reporting, investor relations, finance and administrative
support services to the Company. The Services Agreement was amended effective April 15, 2026 to increase the monthly fee payable by the
Company from $13,000 per month to $18,000 per month.
Since entering into the Services
Agreement in November 2025 through May 21, 2026, the Company has paid Atlas an aggregate of approximately $89,833 pursuant to the Services
Agreement, consisting of professional fees and reimbursable expenses.
The Services Agreement has an initial term of six
months and automatically renews for successive six-month periods unless either party provides notice of termination at least 30 days prior
to renewal. Either party may terminate the agreement upon an uncured material breach, and the agreement otherwise contains customary terms
and conditions.
The foregoing description
of the Services Agreement and amendment thereto does not purport to be complete and is qualified in its entirety by reference to the full
text of the Services Agreement and amendment, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report
on Form 8-K/A and incorporated herein by reference.
There are no family relationships
between Mr. Wells and any director or executive officer of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Services Agreement, dated November 20, 2025, by and between Functional Brands Inc. and Atlas Bookkeeping, LLC. |
| 10.2 |
|
Amendment to Services Agreement, dated April 15, 2026, by and between Functional Brands Inc. and Atlas Bookkeeping, LLC. |
| 17.1 |
|
Letter of Resignation of Tariq Rahim, dated May 17, 2026 (previously filed as Exhibit 17.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2026 and incorporated herein by reference). |
| 104 |
|
Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 22, 2026 |
FUNCTIONAL BRANDS INC. |
| |
|
|
| |
By: |
/s/ Eric Gripentrog |
| |
Name: |
Eric Gripentrog |
| |
Title: |
Chief Executive Officer |
