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  4. [8-K] Functional Brands Inc. Reports Material Event

New CFO and board member join Functional Brands Inc. (MEHA)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Functional Brands Inc. announced leadership changes around its finance function. On May 17, 2026, Tariq Rahim resigned from the Board of Directors, effective immediately, and, effective May 18, 2026, moved from Chief Financial Officer to Vice President, Finance, a non-executive role. The company states his resignation and transition were not due to any disagreement over operations, policies, or financial reporting. Effective May 18, 2026, David R. Wells, age 63, joined the Board and was appointed Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer under a unanimous written consent of the Board dated May 19, 2026. Wells brings over 30 years of experience in finance and public-company reporting across several healthcare and technology-focused businesses.

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Insights

Functional Brands repositions its finance leadership while keeping continuity.

Functional Brands Inc. is rotating key finance roles by moving Tariq Rahim from Chief Financial Officer to Vice President, Finance and appointing David R. Wells as CFO, principal financial officer and principal accounting officer.

The filing explicitly notes Rahim’s resignation from the Board and role change are not due to disagreements over operations, policies, or financial reporting. That language aims to limit concerns about internal disputes or accounting issues while still acknowledging a meaningful leadership shift.

Wells adds over 30 years of finance and public-company experience, including CFO roles at multiple listed firms. Subsequent company communications and future periodic reports will help investors see how his approach influences financial reporting quality and the strategic use of capital.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Rahim Board resignation date May 17, 2026 Effective date of Tariq Rahim’s resignation from the Board
CFO transition effective date May 18, 2026 Date Rahim ceased as CFO and Wells became CFO
Board consent date May 19, 2026 Date of unanimous written consent appointing Wells
Age of new CFO 63 years Age of David R. Wells at appointment
Experience length Over 30 years Finance, operations and administrative experience of Wells
Emerging growth company regulatory
"Emerging growth company Item 5.02. Departure of Directors or Certain Officers"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Principal Financial Officer financial
"appointed as the Company’s Board and as the Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer"
The principal financial officer is the senior executive who runs a company's financial operations: preparing and certifying financial reports, managing accounting controls, budgets and cash flow, and advising on financial strategy. Investors care about this role because its competence affects how trustworthy the company’s numbers are, how well it manages risk and capital needs, and the credibility of forecasts—like the chief navigator steering a firm's financial course.
Principal Accounting Officer financial
"as the Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of the Company"
The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.
Item 404(a) of Regulation S-K regulatory
"no transactions involving Mr. Wells (or any member of his immediate family) requiring disclosure under Item 404(a) of Regulation S-K"
Letter of Resignation regulatory
"17.1 | | Letter of Resignation of Tariq Rahim, dated May 17, 2026"
Understanding 8-K Material Events →
false 0001837254 0001837254 2026-05-17 2026-05-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

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. ☐

 

 

 

 

 

 

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 has not entered into any material plan, contract or arrangement with Mr. Wells in connection with his appointment at this time. To the extent any such material compensatory arrangement is entered into or becomes determined following the filing of this Current Report on Form 8-K, the Company will file an amendment to this Current Report on Form 8-K disclosing such information to the extent required by applicable SEC rules and regulations.

 

There are no family relationships between Mr. Wells and any director or executive officer of the Company, and there are no transactions involving Mr. Wells (or any member of his immediate family) requiring disclosure under Item 404(a) of Regulation S-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
17.1   Letter of Resignation of Tariq Rahim, dated May 17, 2026
104   Cover Page Interactive Data File (Embedded within the Inline XBRL document)

 

1

 

 

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 20, 2026 FUNCTIONAL BRANDS INC.
     
  By: /s/ Eric Gripentrog
  Name: Eric Gripentrog
  Title: Chief Executive Officer

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Functional Brands Inc. (MEHA) announce in this 8-K?

Functional Brands Inc. announced that Tariq Rahim resigned from its Board and transitioned from Chief Financial Officer to Vice President, Finance. At the same time, David R. Wells was appointed as CFO, Principal Financial Officer and Principal Accounting Officer, and joined the Board.

Did Tariq Rahim’s resignation from the Functional Brands (MEHA) Board involve any disagreements?

The company states that Tariq Rahim’s resignation from the Board and transition from Chief Financial Officer to Vice President, Finance were not the result of any disagreement. This includes operations, policies, practices, financial reporting or accounting matters, which helps limit concerns about internal disputes.

Who is the new Chief Financial Officer of Functional Brands Inc. (MEHA)?

David R. Wells became the new Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer effective May 18, 2026. He also joined the Board of Directors following unanimous written consent of the Board dated May 19, 2026, centralizing key finance responsibilities.

What is David R. Wells’s background before joining Functional Brands (MEHA)?

David R. Wells, age 63, has over 30 years of finance experience. He has held CFO roles at several public companies, including Envoy Medical, and serves as a director of HeartSciences, Inc. He also co-founded technology-based financial services and compliance firms supporting emerging growth issuers.

Did Functional Brands Inc. (MEHA) disclose a compensation agreement for new CFO David R. Wells?

The company states it has not entered into any material plan, contract, or arrangement with David R. Wells in connection with his appointment at this time. It indicates that any future material compensatory arrangement will be disclosed through an amendment, as required by SEC rules.

Filing Exhibits & Attachments

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