Functional Brands (NASDAQ: MEHA) buys back Series A preferred stock

Rhea-AI Filing Summary

Functional Brands Inc. entered into a Series A Convertible Preferred Stock Purchase Agreement with Evergreen Capital Management LLC to repurchase 12,445 shares of its Series A Convertible Preferred Stock at $50.00 per share, for a total of $622,250.00, funded from available working capital.

The purchase closed on February 6, 2026, after customary conditions were met. The acquired Series A Preferred shares will be cancelled under the company’s organizational documents, and the company states this buyback is part of its ongoing efforts to reduce potential dilution, without affecting the rights of any other Series A Preferred holders.

Insights

Capital structure and corporate finance analyst

Functional Brands uses cash to retire a block of preferred shares and modestly reduce potential dilution.

Functional Brands Inc. is repurchasing 12,445 shares of its Series A Convertible Preferred Stock from Evergreen Capital Management LLC at $50.00 per share, for aggregate consideration of $622,250.00, funded from existing working capital. The company will cancel these preferred shares after closing.

This move removes a specific conversion overhang tied to Evergreen’s Series A Preferred holdings and aligns with the company’s stated goal of reducing potential dilution. The filing notes that rights of all other Series A Preferred holders remain unchanged, so the impact is focused on this single block.

The Purchase closed on February 6, 2026 following customary conditions in the stock purchase agreement, which contains standard representations, warranties and covenants. Future filings may provide additional context on remaining Series A Preferred outstanding and any further steps in the company’s capital management plans.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): February 5, 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 February 5, 2026, Functional Brands Inc. (the “Company”) entered into a Series A Convertible Preferred Stock Purchase Agreement (the “SPA”) with Evergreen Capital Management LLC (the “Seller”), pursuant to which the Company agreed to purchase from the Seller, and the Seller agreed to sell to the Company, all of the Seller’s shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred”), consisting of 12,445 shares (the “Purchase”).

The purchase price for the Purchase was $50.00 per share or an aggregate of $622,250.00, which the Company funded from its available working capital. The Purchase closed on February 6, 2026 (the “Closing”), upon the satisfaction of customary closing conditions set forth in the SPA, including delivery of the shares. The SPA includes customary representations and warranties and covenants.

After the Closing, the shares of Series A Preferred so purchased by the Company will be cancelled in accordance with the Company’s organizational documents and applicable law, and the Company will cause appropriate entries to be made in its books and records.

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the form of the SPA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

The Company purchased the Series A Preferred described above as part of its ongoing efforts to reduce potential dilution. The Purchase relates solely to the Series A Preferred held by the Seller and does not affect the rights of any other holders of the Series A Preferred.

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. 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 expectations regarding the Closing of the Purchase and the anticipated benefits and impacts of the Purchase. 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
10.1		Form of Series A Convertible Preferred Stock Purchase 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: February 9, 2026	FUNCTIONAL BRANDS INC.
	By:	/s/ Eric Gripentrog
	Name:	Eric Gripentrog
	Title:	Chief Executive Officer

2

FAQ

What transaction did Functional Brands Inc. (MEHA) disclose in its February 2026 8-K?

Functional Brands disclosed a stock purchase agreement to buy back 12,445 shares of its Series A Convertible Preferred Stock from Evergreen Capital Management LLC. The company will cancel these shares after closing, as part of efforts to reduce potential dilution while leaving other preferred holders’ rights unchanged.

How many Series A Preferred shares did MEHA repurchase and at what price?

Functional Brands agreed to repurchase 12,445 shares of its Series A Convertible Preferred Stock at a price of $50.00 per share. The total purchase consideration is $622,250.00, which the company funded entirely from its available working capital resources, according to the filing.

Why did Functional Brands Inc. (MEHA) buy back Series A Preferred shares from Evergreen Capital Management?

Functional Brands states it purchased the Series A Convertible Preferred held by Evergreen Capital Management as part of its ongoing efforts to reduce potential dilution. By acquiring and cancelling these preferred shares, the company addresses dilution risk tied specifically to this block of convertible securities.

Does the Series A Preferred repurchase affect other preferred shareholders of Functional Brands (MEHA)?

The company indicates the Purchase relates solely to the Series A Convertible Preferred Stock held by Evergreen Capital Management. The filing explicitly notes that this transaction does not affect the rights of any other holders of the Series A Preferred, whose terms and positions remain unchanged.

When did the Functional Brands (MEHA) Series A Preferred repurchase close and how was it funded?

The repurchase of 12,445 Series A Convertible Preferred shares closed on February 6, 2026, after customary conditions were satisfied. Functional Brands funded the aggregate $622,250.00 purchase price from its available working capital, rather than raising new capital for this transaction.

What agreement governs Functional Brands’ repurchase of Series A Preferred stock from Evergreen Capital?

The repurchase is governed by a Series A Convertible Preferred Stock Purchase Agreement between Functional Brands Inc. and Evergreen Capital Management LLC. The agreement includes customary representations, warranties, covenants, and closing conditions, and a form of this SPA is filed as Exhibit 10.1 to the 8-K.