CEO of Functional Brands (NASDAQ: MEHA) receives 3.5M stock options

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Functional Brands Inc. updated its CEO compensation by amending Eric Gripentrog’s executive employment agreement and granting him a large stock option award. The amendment replaces a prior performance-based restricted stock unit award valued at $500,000 with options to purchase 3,500,000 shares of common stock under the 2026 Equity Incentive Plan.

The options are designated as incentive stock options, carry an exercise price of $0.0055 per share, have a ten-year term, and are fully vested and exercisable as of the grant date. A separate Stock Option Agreement confirms the same 3,500,000-share option, a total exercise price of $19,250.00, and an expiration date of June 29, 2036, with a three-month post-termination exercise window in most cases.

8-K Event Classification

3 items: 1.01, 5.02, 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 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.

Key Figures

Option shares granted: 3,500,000 shares Exercise price: $0.0055 per share Total exercise price: $19,250.00 +4 more

7 metrics

Option shares granted 3,500,000 shares CEO stock options under 2026 Equity Incentive Plan

Exercise price $0.0055 per share CEO stock option grant

Total exercise price $19,250.00 3,500,000 options at $0.0055 per share

Grant-date fair value $14,685 Options valued using Black-Scholes method

Replaced RSU award value $500,000 Prior performance equity RSU award in Employment Agreement

Option term 10 years Options expire June 29, 2036, unless earlier terminated

Post-termination exercise window 3 months After service ends for reasons other than death or disability

Key Terms

Material Definitive Agreement, incentive stock options, Black-Scholes option-pricing method, Equity Incentive Plan, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

incentive stock options financial

"The options are designated as incentive stock options, have an exercise price"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

Black-Scholes option-pricing method financial

"grant-date fair value, determined using the Black-Scholes option-pricing method, of approximately"

Equity Incentive Plan financial

"under the Company’s 2026 Equity Incentive Plan (“Plan”) and a stock option award"

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.

grant-date fair value financial

"have a grant-date fair value, determined using the Black-Scholes option-pricing method"

service provider regulatory

"if Mr. Gripentrog ceases to be a service provider for any reason other than death"

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Understanding 8-K Material Events →

Available on EDGAR 07/02/2026 - 04:17 PM Accepted by SEC EDGAR 07/02/2026 - 04:16 PM

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 30, 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.

The description in Item 5.02 below, as it relates to the Executive Employment Agreement Amendment entered into with Mr. Eric Gripentrog, a copy of which is filed herewith as Exhibit 10.1, is incorporated in this Item 1.01 herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Employment Agreement Amendment

On June 30, 2026, the Compensation Committee of the Board of Directors of Functional Brands Inc. (the “Company”) approved the amendment no. 3 (“Amendment’) to the Executive Employment Agreement, dated as of March 1, 2025, (the “Employment Agreement”), by and between the Company and Eric Gripentrog, the Chief Executive Officer of the Company. Pursuant to the Amendment, Section 2.4(a) of the Employment Agreement was amended to delete the prior provision providing for a performance equity award of restricted stock units in the aggregate value of $500,000 and to replace such award with a grant of options to purchase 3,500,000 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), under the Company’s 2026 Equity Incentive Plan (“Plan”) and a stock option award agreement thereunder. The options are designated as incentive stock options, have an exercise price of $0.0055 per share, a term of ten years from the date of grant, are fully vested and exercisable as of the date of grant, and have a grant-date fair value, determined using the Black-Scholes option-pricing method, of approximately $14,685.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the form of Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Option Agreement

On June 30, 2026, the Company entered into a Stock Option Agreement (“Option Agreement”) with Mr. Gripentrog, pursuant to which the Company granted Mr. Gripentrog an option to purchase 3,500,000 shares of Common Stock under the Plan. The option has an exercise price of $0.0055 per share, representing a total exercise price of $19,250.00, and expires on June 29, 2036, subject to earlier expiration under the Plan and the Option Agreement. The option is fully vested and immediately exercisable with respect to all 3,500,000 shares subject to the option as of the date of grant and is not subject to any vesting schedule, service-based vesting condition or risk of forfeiture for failure to vest. The Option Agreement provides that if Mr. Gripentrog ceases to be a service provider for any reason other than death or disability, he may exercise the vested shares subject to the option within three months after such cessation, but in no event later than the expiration date.

The foregoing description of the Option Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the form of Option Agreement, a copy of which is attached hereto as Exhibit 10.2, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Executive Employment Agreement Amendment between the Company and Eric Gripentrog
10.2		Option Agreement, dated June 30, 2026 between the Company and Eric Gripentrog
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: July 2, 2026	FUNCTIONAL BRANDS INC.

	By:	/s/ Eric Gripentrog
	Name:	Eric Gripentrog
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What executive compensation change did Functional Brands (MEHA) approve?

Functional Brands approved an amendment to CEO Eric Gripentrog’s employment agreement, replacing a performance-based RSU award valued at $500,000 with stock options for 3,500,000 shares under its 2026 Equity Incentive Plan.

How many stock options did the CEO of Functional Brands (MEHA) receive?

CEO Eric Gripentrog received options to purchase 3,500,000 shares of Functional Brands’ common stock. These options are granted under the 2026 Equity Incentive Plan and are fully vested and exercisable immediately as of the grant date.

What is the exercise price and term of the Functional Brands (MEHA) CEO options?

The CEO’s options have an exercise price of $0.0055 per share and a ten-year term. They expire on June 29, 2036, subject to earlier expiration under the plan and the individual Option Agreement.

Are the Functional Brands (MEHA) CEO stock options subject to vesting conditions?

The options granted to the CEO are fully vested and immediately exercisable for all 3,500,000 shares. They are not subject to any vesting schedule, service-based vesting conditions, or risk of forfeiture for failure to vest.

What happens to the Functional Brands (MEHA) CEO options if his service ends?

If Eric Gripentrog ceases to be a service provider for reasons other than death or disability, he may exercise vested option shares for up to three months, but not later than the option’s stated expiration date.

How was the grant-date fair value of the Functional Brands (MEHA) CEO options determined?

The grant-date fair value of the options, approximately $14,685, was determined using the Black-Scholes option-pricing method. This valuation approach is commonly used to estimate the fair value of stock options at the time of grant.

Filing Exhibits & Attachments

5 documents