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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 11, 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 1.01 Entry into a Material Definitive Agreement.
On May 11, 2026, Functional
Brands Inc. (the “Company”) entered into a Conversion Price Reduction and Waiver Agreement (the “Agreement”) with
all of the holders of the Company’s Series C Convertible Preferred Stock.
Pursuant to the Agreement,
the conversion price applicable to the Series C Preferred Stock during the Fixed Conversion Period was reduced to $0.1636 per share of
common stock, the market price of such stock at the time of the execution of the Agreement, replacing the existing tiered conversion prices
and related tier allocation under the Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock filed
with the Secretary of State of the State of Delaware on or about March 12, 2026 (the “Series C Certificate”). The Company
and the holders also waived the prohibition on below-price conversions under the Series C Certificate with respect to conversions at the
reduced conversion price.
The Agreement further provides
that the Company will file an amendment to the Series C Certificate with the Secretary of State of the State of Delaware to conform the
Series C Certificate to the terms of the Agreement. In addition, any unpaid Cash Consideration under the Exchange and Amendment Agreement,
dated March 9, 2026, will be added to and capitalized as additional principal under the applicable holders’ existing exchange notes,
except that such additional principal and any interest thereon will be unsecured.
The foregoing description
of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Conversion Price Reduction and Waiver Agreement |
| 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 11, 2026 |
FUNCTIONAL BRANDS INC. |
| |
|
|
| |
By: |
/s/ Eric Gripentrog |
| |
Name: |
Eric Gripentrog |
| |
Title: |
Chief Executive Officer |
