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Functional Brands (NASDAQ: MEHA) lowers Series C conversion price to $0.1636

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

Rhea-AI Filing Summary

Functional Brands Inc. entered into a Conversion Price Reduction and Waiver Agreement with all holders of its Series C Convertible Preferred Stock. The agreement reduces the conversion price during the Fixed Conversion Period to $0.1636 per share of common stock, replacing previously tiered conversion prices in the Series C Certificate.

The company and holders also waive the prior prohibition on below-price conversions for conversions at this reduced price. Functional Brands plans to amend the Series C Certificate to reflect these new terms. Any unpaid Cash Consideration from a March 9, 2026 Exchange and Amendment Agreement will be added as additional, unsecured principal to the applicable holders’ existing exchange notes, with interest on that added principal also unsecured.

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Insights

Functional Brands resets Series C conversion terms at market price.

Functional Brands Inc. agreed with all Series C Convertible Preferred holders to cut the Fixed Conversion Period conversion price to $0.1636 per common share, matching the market price at agreement execution and replacing a prior tiered conversion structure.

The parties also waive the prohibition on below-price conversions for activity at this new level, and the company will amend the Series C Certificate accordingly. In parallel, any unpaid Cash Consideration from a March 9, 2026 Exchange and Amendment Agreement will be rolled into existing exchange notes as additional principal that is expressly unsecured, with related interest also unsecured.

This reshapes the economics and priority of both the preferred equity and exchange notes. Actual impact on common shareholders depends on future conversion behavior and the size of the unpaid Cash Consideration referenced in the agreement.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Series C conversion price $0.1636 per share Fixed Conversion Period conversion price set in May 2026 agreement
Agreement date May 11, 2026 Date Conversion Price Reduction and Waiver Agreement was executed
Conversion Price Reduction and Waiver Agreement financial
"entered into a Conversion Price Reduction and Waiver Agreement (the “Agreement”)"
Series C Convertible Preferred Stock financial
"with all of the holders of the Company’s Series C Convertible Preferred Stock"
Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.
Fixed Conversion Period financial
"the conversion price applicable to the Series C Preferred Stock during the Fixed Conversion Period"
A fixed conversion period is a specified window of time during which a convertible security (like a bond, preferred share, or warrant) can be exchanged for common stock at a set conversion rate or formula that won’t change while the window is open. For investors this matters because it gives predictable timing and terms for when new shares may enter the market, affecting share dilution, portfolio value and planning — like having a short-term coupon that reliably trades for a known number of items.
Cash Consideration financial
"any unpaid Cash Consideration under the Exchange and Amendment Agreement"
Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.
exchange notes financial
"capitalized as additional principal under the applicable holders’ existing exchange notes"

FAQ

What agreement did Functional Brands Inc. (MEHA) enter on May 11, 2026?
Functional Brands entered a Conversion Price Reduction and Waiver Agreement with all holders of its Series C Convertible Preferred Stock, changing conversion terms and waivers tied to those preferred shares.

How did Functional Brands (MEHA) change the Series C conversion price?
The company reduced the Series C Fixed Conversion Period price to $0.1636 per common share, matching the market price at agreement execution and replacing previously tiered conversion prices in the Series C Certificate.

What prohibition was waived for Functional Brands’ Series C preferred stock?
Functional Brands and Series C holders waived the prohibition on below-price conversions under the Series C Certificate, but only for conversions executed at the new reduced conversion price of $0.1636 per share.

How is unpaid Cash Consideration treated in the Functional Brands (MEHA) agreement?
Any unpaid Cash Consideration from the March 9, 2026 Exchange and Amendment Agreement will be added as extra principal to existing exchange notes, with that added principal and related interest specifically treated as unsecured obligations.

Will Functional Brands amend its Series C Certificate after this agreement?
Yes. Functional Brands plans to file an amendment to the Series C Certificate with the Delaware Secretary of State so that the certificate language aligns with the new conversion price and waiver terms in the agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001837254 0001837254 2026-05-11 2026-05-11 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 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)

 

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 11, 2026 FUNCTIONAL BRANDS INC.
     
  By: /s/ Eric Gripentrog
  Name:  Eric Gripentrog
  Title: Chief Executive Officer

 

2

 

Source: View Original Filing on SEC EDGAR

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