Functional Brands (NASDAQ: MEHA) wins approval for reverse split and 2026 equity plan

Rhea-AI Filing Summary

Functional Brands Inc. reported results of a reconvened special stockholder meeting held on June 1, 2026. Stockholders first approved an amendment to the Certificate of Incorporation that allows the board, at its discretion, to implement a reverse stock split of the common stock at any time before the one-year anniversary of the meeting, at a ratio between 1-for-2 and 1-for-250.

Stockholders also approved the Functional Brands Inc. 2026 Equity Incentive Plan. At the meeting, 7,874,310 shares, or about 35.93% of the 21,912,868 shares of common stock eligible to vote as of April 16, 2026, were present in person or by proxy, constituting a quorum.

Insights

Corporate governance analyst

Shareholders gave the board flexibility on share structure and refreshed the equity plan.

The special meeting approvals give Functional Brands Inc.’s board authority to enact a reverse stock split within a wide range of ratios, from 1-for-2 to 1-for-250, any time before the one-year anniversary of the meeting. This tool is often used to manage share price levels or listing requirements, though specific motivations are not detailed here.

Approval of the 2026 Equity Incentive Plan confirms continued use of stock-based compensation to attract and retain personnel. Actual impact on ownership will depend on how much equity is granted and future board decisions on whether, when, and at what ratio to implement a reverse split.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares eligible to vote: 21,912,868 shares Quorum shares present: 7,874,310 shares Reverse split ratio range: 1-for-2 to 1-for-250 +5 more

8 metrics

Shares eligible to vote 21,912,868 shares Common stock issued and outstanding as of April 16, 2026

Quorum shares present 7,874,310 shares Shares present or represented by proxy at special meeting (35.93%)

Reverse split ratio range 1-for-2 to 1-for-250 Board-authorized range for future reverse stock split

Reverse split votes for 4,492,117 votes Proposal No. 1 approval votes at special meeting

Reverse split votes against 3,361,162 votes Proposal No. 1 opposition votes

Equity plan votes for 4,613,683 votes Approval of Functional Brands Inc. 2026 Equity Incentive Plan

Equity plan votes against 1,527,837 votes Opposition to 2026 Equity Incentive Plan

Broker non-votes on equity plan 1,732,790 votes Broker non-votes on Proposal No. 2

Key Terms

reverse stock split, Equity Incentive Plan, quorum, broker non-vote

4 terms

reverse stock split financial

"effect a reverse stock split of our issued and outstanding shares of common stock"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Equity Incentive Plan financial

"Approval of the Functional Brands Inc. 2026 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

quorum regulatory

"a quorum of 7,874,310 shares, or approximately 35.93% of the eligible shares, was present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-vote regulatory

"FOR AGAINST ABSTAIN BROKER NON-VOTE 4,613,683 1,527,837 58,670 1,732,790"

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false 0001837254 0001837254 2026-06-01 2026-06-01 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): June 1, 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, including zip code)

Registrant’s telephone number, including area code: (800) 245-8282

Not Applicable

(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, par value $0.00001 per 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 5.07. Submission of Matters to a Vote of Security Holders. 

At the reconvened Special Meeting of Stockholders (the “Special Meeting”) of Functional Brands Inc. (the “Company”) held on June 1, 2026, of the Company’s 21,912,868 shares of common stock issued and outstanding and eligible to vote as of the record date of April 16, 2026, a quorum of 7,874,310 shares, or approximately 35.93% of the eligible shares, was present or represented by proxy. Each of the matters set forth below is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”). The following actions were taken at the Special Meeting:

Proposal No. 1: Approval of an Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split

To approve the fifth amendment to the Company’s Certificate of Incorporation, as amended, in the form attached to the Proxy Statement as Annex A, to, at the discretion of our Board of Directors (the “Board”), effect a reverse stock split of our issued and outstanding shares of common stock, par value $0.00001 per share (the “Common Stock”), at any time prior to the one-year anniversary date of the Special Meeting, at a ratio, ranging from one-for-two (1:2) to one-for-two hundred fifty (1:250), with the exact ratio to be set within that range at the discretion of the Board without further approval or authorization of our stockholders. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
4,492,117		3,361,162		21,031		n/a

The proposal was approved by a majority of the votes cast.

Proposal No. 2: Approval of the Functional Brands Inc. 2026 Equity Incentive Plan

The second proposal was the approval of the Functional Brands Inc. 2026 Equity Incentive Plan. The vote on the proposal was as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
4,613,683		1,527,837		58,670		1,732,790

Proposal No. 2 was approved by a majority of the votes cast.

1

SIGNATURE

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.

Dated: June 1, 2026

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

2

FAQ

What reverse stock split authority did Functional Brands Inc. (MEHA) stockholders approve?

Stockholders approved an amendment allowing the board to implement a reverse stock split between 1-for-2 and 1-for-250. The board may choose any ratio in that range before the one-year anniversary of the June 1, 2026 special meeting.

How many Functional Brands Inc. (MEHA) shares were eligible and present at the special meeting?

There were 21,912,868 shares of common stock issued, outstanding, and eligible to vote as of April 16, 2026. A quorum of 7,874,310 shares, approximately 35.93% of eligible shares, was present or represented by proxy at the special meeting.

What was the vote outcome on the reverse stock split proposal for Functional Brands Inc. (MEHA)?

The reverse stock split proposal received 4,492,117 votes for, 3,361,162 against, and 21,031 abstentions, with no broker non-votes. It was approved by a majority of votes cast, authorizing a discretionary reverse split within the specified ratio range.

Did Functional Brands Inc. (MEHA) stockholders approve the 2026 Equity Incentive Plan?

Yes. The 2026 Equity Incentive Plan received 4,613,683 votes for, 1,527,837 against, and 58,670 abstentions, with 1,732,790 broker non-votes. It passed by a majority of votes cast, enabling continued use of equity-based compensation programs.

When can Functional Brands Inc. (MEHA) implement the approved reverse stock split?

The board may implement the reverse stock split at its discretion any time before the one-year anniversary of the June 1, 2026 special meeting. The exact split ratio, between 1-for-2 and 1-for-250, will be selected by the board without further stockholder approval.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB