Functional Brands (NASDAQ: MEHA) hit with Nasdaq delisting notice as shares trade at $0.10
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- Nasdaq delisting and trading suspension: Nasdaq staff has determined to delist Functional Brands’ common stock, with trading on the Nasdaq Capital Market scheduled to be suspended at the opening of business on June 16, 2026.
- Severe and prolonged price noncompliance: The company’s shares remained below Nasdaq’s $1.00 minimum bid requirement for months and fell to $0.10 or less for ten consecutive trading days, triggering the Low Priced Stocks Rule.
- Uncertain appeal outcome: Although the company may request a hearing by June 16, 2026, it states there can be no assurance it will succeed on appeal or regain compliance with Nasdaq’s listing standards.
Insights
Functional Brands faces imminent Nasdaq suspension after extended bid-price noncompliance.
Functional Brands Inc. has moved from warning to enforcement under Nasdaq rules. After months below the $1.00 minimum bid-price requirement, the stock also fell to $0.10 or less for ten consecutive trading days by June 8, 2026, automatically triggering a Staff Delisting Determination.
Nasdaq plans to suspend trading on June 16, 2026 and file Form 25-NSE to remove the shares from listing and registration. The company can seek a hearing, but must pay a $20,000 non-refundable fee and, under the cited rule, a timely request will not prevent the suspension.
If the appeal fails or no viable compliance plan is demonstrated, shares would likely move to an over-the-counter venue, typically implying reduced liquidity and visibility. The company’s own statements emphasize that there is no assurance of success in regaining compliance with Nasdaq’s listing requirements.
8-K Event Classification
Key Figures
Key Terms
Low Priced Stocks Rule regulatory
Bid Price Requirement regulatory
Form 25-NSE regulatory
Nasdaq Hearings Panel regulatory
Regulation FD Disclosure regulatory
forward-looking statements financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On June 9, 2026, Functional Brands Inc. (the “Company”) received a written notification (the “Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that Nasdaq had determined to delist the Company’s common stock from The Nasdaq Capital Market. The Staff Determination was issued pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”).
As previously disclosed, on December 30, 2025, the Company received notice from Nasdaq that the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days and that the Company 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”). At that time, the Company was afforded 180 calendar days, or until June 29, 2026, to regain compliance with the Bid Price Requirement.
The Staff Determination states that, 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. 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 a result, Nasdaq has determined to delist the Company’s common stock and stated that trading of the Company’s common stock will be suspended at the opening of business on June 16, 2026, and that a Form 25-NSE will be filed with the Securities and Exchange Commission 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.
There can be no assurance that the Company would be successful in any 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. 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.
Item 7.01 Regulation FD Disclosure.
On June 15, 2026, the Company issued a press release announcing the foregoing. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
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Cautionary Statement Regarding Forward-Looking Statements
This report 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. Words like “believe,” “intend,” “may,” “will,” and “would” or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this report include, without limitation, statements regarding the Company’s intention to appeal the Staff Determination and the potential outcome of any such appeal. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, 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. All forward-looking statements speak only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated June 15, 2026 | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
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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: June 15, 2026 | FUNCTIONAL BRANDS INC. | |
| By: | /s/ Eric Gripentrog | |
| Name: | Eric Gripentrog | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Functional Brands Inc. Receives Nasdaq Staff Delisting Determination;
LAKE OSWEGO, OR — 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 would be successful in any 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