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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 22, 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 22, 2026, Functional
Brands Inc. (the “Company”, “we” and “us”) entered into an Asset Purchase Agreement (the “Purchase
Agreement”) with BullionFX (the “Seller”) to purchase certain assets and intellectual property of the Seller, including
its Alchemy product, a blockchain-based financial ecosystem designed around auditable physical gold (the “BullionFX Assets”),
in exchange for 100,000 shares of a newly created series of preferred stock of the Company (the “Series D Preferred Stock”)
with an expected value of $142,900,000 (the “Transaction”). The Company has agreed to file a Certificate of Designation establishing
the designation preference, limitation and relative rights of Series D Convertible Preferred Stock (the “Designation”). Pursuant
to the Designation, the Series D Preferred Stock will automatically convert into shares (the “Conversion Shares”) of the Company’s
common stock, par value $0.00001 (the “Common Stock”), upon approval of such conversion by the Company’s stockholders
in accordance with the rules and requirements of the Nasdaq Stock Market LLC (“Nasdaq”) at a duly called meeting of stockholders
(“Stockholder Approval”); provided, that, in the event that Nasdaq requires the Company to meet the initial listing standards
of the Nasdaq Capital Market in connection with the Transaction, the conversion date will be the later of the first business day after
(i) Stockholder Approval and (ii) the date the Company meets such initial listing standards of the Nasdaq Capital Market. The Transaction
is expected to close in the second or third quarter of 2026 (the “Closing”), subject to satisfaction of certain closing conditions,
including receipt of all requisite consents and approvals, reaching agreement with the holders of the Company’s Series C Convertible
Preferred Stock and convertible notes regarding the buyout and/or cancellation of shares of such Series C Convertible Preferred Stock
and such convertible notes, settlement of the Company’s outstanding litigation matters, the Company’s completion of due diligence
of the BullionFX Assets, the Company’s receipt of a valuation report in respect of the Transaction consideration, the Company’s
purchase of a D&O insurance tail policy, the Company’s arrangement for a broker-dealer to conduct a securities offering in a
minimum amount of $10 million (the “Equity Financing”), and the Company’s entry into consulting agreements with certain
individuals associated with the BullionFX Assets. The Closing is not contingent on shareholder approval, and shareholder approval for
the issuance of the Conversion Shares will be sought after Closing, as discussed below.
The Series D Preferred Stock
is expected to: (a) not have any voting rights prior to Stockholder Approval, except for the right to vote on amendments to the Designation,
and certain protective provisions, including that, for so long as any Series D Preferred Stock remains outstanding, the Company may not,
without approval of a simple majority of the holders of the Series D Preferred Stock, take or commit to take certain actions, including:
changing the authorized number of Series D Preferred Shares; issuing additional Series D Preferred Stock or other preferred stock; creating
securities senior to or adversely affecting the rights of the Series D Preferred Stock; exchanging other securities into Series D Preferred
Stock; issuing Common Stock above agreed thresholds; repurchasing or redeeming equity securities; entering into mergers, recapitalizations,
change-of-control transactions, liquidations or dissolutions; changing board size; materially changing the business; completing acquisitions
or asset dispositions above specified thresholds; adopting a poison pill; making unbudgeted capital expenditures above specified limits;
incurring indebtedness above specified thresholds outside the ordinary course; or otherwise adversely altering the rights, preferences
or privileges of the Series D Preferred Stock, and except for the right of the holders of the Series D Preferred Stock to appoint and
remove, one (1) member of the Board of Directors for so long as the Series D Preferred Stock remains outstanding; (b) not have any dividend
or redemption rights; (c) have a liquidation preference equal to the greater of two (2) times the aggregate stated value (expected to
be $142.9 million) and the value of the shares of Common Stock issuable upon conversion of the Series D Preferred Stock upon any liquidation
or deemed liquidation; and (d) be converted at Closing into 98.28% of the Company’s outstanding Common Stock, subject to adjustment
for certain issuances of securities prior to Closing, and subject to a to be determined maximum number of total shares being issuable
to the Seller, as adjusted equitably for stock splits.
Pursuant to the Purchase Agreement,
the Company agreed to file a proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (“SEC”)
following the Closing to seek stockholder approval of (i) the issuance of the Conversion Shares in accordance with Nasdaq rules and (ii)
an increase in the authorized shares of Common Stock, to such number as may be mutually agreed by the Company and the Seller. The Company
also agreed to use its reasonable best efforts to: (i) cause the Proxy Statement to be mailed to its stockholders as promptly as practicable
following sign off from the SEC on such Proxy Statement, or no later than the 15th day after such preliminary Proxy Statement is filed
with the SEC, in the event the SEC does not notify the Company of its intent to review such Proxy Statement, and (ii) ensure that the
Proxy Statement complies in all material respects with the applicable provisions of the Securities Act of 1933, as amended (the “Securities
Act”), and Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Purchase Agreement contains
customary representations and warranties, confidentiality requirements, and covenants of the Company and Seller, and certain indemnification
rights of the parties after the Closing of the Transaction (subject to a $25,000 deductible). In addition, the Company has agreed (i)
effective as of the Closing, to appoint a director nominated by the Seller pursuant to the rights of the Series D Preferred Stock and
(2) appoint a separate director designated by the Seller pursuant to the Purchase Agreement. Additionally, the Company has agreed to reimburse
to Seller reasonable and documented legal fees and other transaction expenses up to $50,000 upon execution of the Purchase Agreement and
an additional $50,000 subject to completion of the Equity Financing.
In the event the Seller terminates
the Purchase Agreement due to (i) a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement
made by the Company which breach has not been cured within the time period set forth in the Purchase Agreement or (ii) failure of Company
to satisfy the conditions to closing under the Purchase Agreement by the date 90 days after the date of the Agreement, then the Company
will pay to the Seller a break-fee in the amount of $100,000. The break-fee shall automatically increase to $2,000,000 in the event that,
prior to such termination, the Purchaser has received a Superior Proposal (as defined in the Purchase Agreement) that remains subject to
acceptance or has been accepted by the Purchaser, or if (A) the Purchaser has received a Superior Proposal prior to such termination,
whether or not accepted by the Purchaser at such time, and (B) within sixty (60) days following such termination, the Purchaser enters
into or consummates a transaction involving such Superior Proposal or a substantially similar proposal or transaction. The Purchase Agreement
may also be terminated by mutual agreement of the parties, by us or the Seller if it becomes illegal to complete the Transaction, or an
order is issued enjoining the Transaction, by either party upon a breach of any material representation, warranty or covenant set forth
in the Purchase Agreement, which is not cured within 10 days of notice of such breach; and by the Company, if its due diligence review
gives rise to a material issue with the Purchased Assets, subject to certain rights of the Seller to cure such issues, or in certain cases,
decrease the purchase price in relation thereto (to the extent such issues do not exceed 10% of the purchase price, and do not materially
affect the Purchased Assets post-Closing).
The Company agreed to operate
in the ordinary course of business, and the Seller agreed to operate the Purchased Assets in the ordinary course of business, through
the earlier of termination of the Purchase Agreement and Closing, subject to certain customary exceptions. The Company also agreed to
certain non-solicitation obligations relating to third party offers and proposals pursuant to the Purchase Agreement.
The Purchase Agreement has
been included as an exhibit hereto solely to provide investors with information regarding its terms. It is not intended to be a source
of financial, business, or operational information about the Company. The representations, warranties, and covenants contained in the
Purchase Agreement were made only for the purposes of the Purchase Agreement as of the dates specified therein and solely for the benefit
of the parties to the Purchase Agreement. In addition, the representations, warranties, and covenants contained in the Purchase Agreement
may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement.
As a result, investors should not rely on the representations, warranties, and covenants included in the Purchase Agreement, or any descriptions
thereof, as characterizations of the actual state of facts or condition of the Company or its business. Moreover, information concerning
the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information
may or may not be fully reflected in public disclosures.
The foregoing descriptions
of the Designation and the Purchase Agreement are not complete and are qualified in their entirety by reference to the full text of the
Purchase Agreement and the form of Designation included as Exhibit A thereto, a copy of which is filed as Exhibit 2.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure in Item 1.01
relating to the Series D Preferred Stock is incorporated herein by reference to this Item 3.02. The offer and sale of the 100,000 shares
of Series D Preferred Stock to be issued in connection with the Closing and the Conversion Shares issuable upon conversion thereof are
intended to be exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since
the offer and sale thereof do not involve a public offering, the recipient has confirmed that it is an “accredited investor”,
and the recipient will acquire the securities for investment only and not with a view towards, or for resale in connection with, the public
sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. The securities
are subject to transfer restrictions, and the certificates or book entries evidencing the securities will contain an appropriate legend
stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant
to an exemption therefrom.
Item 7.01. Regulation FD Disclosure.
On May 22, 2026, the Company
issued a press release announcing the entry into the Purchase Agreement, which press release is furnished herewith as Exhibit 99.1 and
incorporated by reference into this Item 7.01 by reference in its entirety.
The information in this Item
7.01, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated
into any filing pursuant to the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filing.
Forward Looking Statements
This report contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. 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. There is no assurance that the Transaction will be consummated on the terms or timeframe currently anticipated, or at all.
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 SEC, which
include, without limitation, the ability of the parties to close Transaction contemplated by the Purchase Agreement, including conditions
to closing that include due diligence, regulatory approvals, and a valuation; the occurrence of any event, change or other circumstances
that could give rise to the right of one or both of the Company or the Seller (collectively, the “Parties”) to terminate the
Purchase Agreement; the effect of such termination; the outcome of any legal proceedings that may be instituted against the Parties or
their respective directors or officers; the ability to obtain regulatory and other approvals and meet other closing conditions for the
asset acquisition on a timely basis or at all, including the risk that any regulatory and other approvals required may not obtained on
a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect the Parties or
the expected benefits of the Transaction; the ability to obtain any necessary approval by the Company’s stockholders on the expected
schedule of the transactions contemplated by the Purchase Agreement; difficulties and delays in integrating the BullionFX Assets into
the Company; prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the Parties;
potential adverse reactions or changes to business relationships resulting from the announcement of the agreement and future expected
asset acquisition; uncertainty as to the long-term value of the common stock of the Company following the asset acquisition; the significant
dilution to the Company’s stockholder in connection with the Transaction; the continued availability of capital and financing following
the potential asset acquisition; the business, economic and political conditions in the markets in which the Parties operate; and the
fact that the Company’s reported earnings and financial position may be adversely affected by tax and other factors. 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 |
| 2.1 |
|
Asset Purchase Agreement, dated May 22, 2026, by and among BullionFX and Functional Brands Inc. |
| 99.1 |
|
Press Release dated May 22, 2026 |
| 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 22, 2026 |
FUNCTIONAL BRANDS INC. |
| |
|
|
| |
By: |
/s/ Eric Gripentrog |
| |
Name: |
Eric Gripentrog |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Functional Brands (NASDAQ: MEHA) Enters into
Agreement to Acquire Alchemy, a Gold-Backed Blockchain Settlement Platform, in a $142.9 Million Transaction
Definitive agreement signed; management communicates rationale targeting
activation in Q3 2026; gold-backed DeFi platform designed to deliver above-market yield on physical gold positions — compared to
near 0% for traditional gold ETFs.
Lake Oswego, OR – May 22, 2026 –
Functional Brands Inc. (NASDAQ: MEHA) (“Functional Brands” or the “Company”) today announced the execution of
a definitive agreement for the acquisition of assets from BullionFX, including its Alchemy technology platform; a vertically integrated,
gold-backed blockchain settlement layer and decentralized finance (DeFi) ecosystem targeting retail, institutional, and blockchain markets
(the “Acquired Assets”). The transaction is valued at $142.9 million in an all-stock asset acquisition and has been unanimously
approved by the boards of directors of both companies. Management views the platform as differentiated from existing tokenized-gold products
by the depth and integration of its technology stack (more information available at www.alchemy.xyz).
“Gold is having a generational
moment, and we expect the acquisition of the Alchemy technology suite will give us the infrastructure to be at the center of it. A full-stack,
gold-backed DeFi platform that no publicly listed company currently owns. We’re excited to close this transaction and commercialize
the plan” said Eric Gripentrog, CEO Functional Brands.
“We are excited to bring the
Alchemy ecosystem to Retail, Institutional, and Blockchain markets. We are quickly moving into an era where bridged traditional and decentralized
financial products, along with user self-custody, trustless systems, and stability are set to revolutionize the financial industry as
we know it” said Stephen Moss, Founder BullionFX | Alchemy.
Transaction Summary
The transaction is an all-stock asset acquisition valued at $142.9
million, unanimously approved by the boards of both Functional Brands and BullionFX. Closing remains subject to conditions including,
but not limited to, due diligence, regulatory approvals, and a valuation. Following the binding LOI dated May 11, 2026, both parties executed
the definitive agreements on May 22, 2026.
The Market Opportunity
Gold reached all-time highs in 2025, driven by central-bank purchasing,
geopolitical tension, and growing demand for non-sovereign stores of value. Yet existing tokenized-gold products remain functionally limited
— price exposure with no yield, no programmability, and no ecosystem.
Alchemy’s decentralized ecosystem is built on the stability of
gold, providing stable backing to various products, including USD deposits, and has been designed to disrupt three core markets:
| ● | Retail. Self-custody and stablecoins have given users sovereignty and price stability, but existing blockchain products fall
short of the everyday utility needed for a stablecoin to function as real money. Alchemy delivers that missing layer: a decentralized
platform built around USD and gold, combining stability with the practical functionality required for payments, yield, DeFi, and broader
ecosystem use. |
| ● | Institutional. Bridging traditional and decentralized financial products opens the door to a new class of “fused”
instruments — combining low-cost debt with high offsets and yields to outperform legacy markets. Alchemy has built a suite of market-leading
yield engines that generate above-market returns on USD and gold, making MEHA extremely well positioned to be able to activate a pipeline
of institutional applications: above-market-yielding exchange-listed USD and gold funds, yield-bearing loan offsets, and products that
remove counterparty bank risk by holding USD exposure as physically-backed, hedged gold. |
| ● | Blockchain. Blockchain markets are inherently volatile and unstable, which has capped what can be built on them. Alchemy changes
the substrate: a Layer 2 secured by Ethereum and denominated in gold, giving developers a stable foundation for the next generation of
financial and non-financial applications. |
Strategic Rationale & Go-Forward
Consolidation
Management believes that, as a Nasdaq-listed operating company with
established public-market disclosure and governance infrastructure, the Company is well-positioned to serve as a consolidation vehicle
in the tokenized real-world-asset and gold-anchored DeFi segments. The Company’s listed stock provides a recognized acquisition
currency for evaluating complementary technology and protocol opportunities as the sector matures.
About Functional Brands Inc.
Functional Brands Inc. (NASDAQ: MEHA) is focused on becoming
a diversified operating company with two business lines: an established wellness and performance products division and a newly acquired
gold-backed DeFi technology platform. The Company’s wellness portfolio includes Kirkman®, one of the most trusted names in nutritional
supplements for over 75 years with products available in more than 35 countries; P2i™ by Kirkman® Prenatal Multivitamin &
Multimineral, the first prenatal supplement to align with FIGO standards and comply with California SB 646; and Tru2u.health, a consumer-facing
telehealth and wellness platform. Functional Brands operates an FDA-registered, cGMP-compliant manufacturing facility in Oregon. For more
information, visit www.functionalbrandsinc.com, www.kirkmangroup.com, or www.tru2u.health
Investor Relations Contact: FunctionalBrands@icrinc.com
Cautionary Note Regarding Forward-Looking
Statements
This news release and statements of Functional Brands’ management
in connection with this news release or related events contain or may contain “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements related to the closing of
the asset acquisition, including the satisfaction of closing conditions, the timing associated therewith and dilution caused thereby,
the anticipated benefits of the acquisition, the commercialization plan and its phases and timing, projected commercialization costs,
the construction and deployment of an on-balance-sheet treasury, the potential establishment or listing of one or more Stable Asset Treasury
vehicles, the design-stage yield estimates described herein, the development of any TradFi Fusion Product concepts, and the Company’s
longer-term consolidation rationale. Forward-looking statements often contain words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “potential,” “targets,” “will,”
“should,” “could,” “would,” “may,” and similar words. These statements are based on information
available as of the date of this news release and represent management’s current views and assumptions. Forward-looking statements
are not guarantees of future performance, events, or results.
Important factors that may cause actual results to differ materially
include: the ability of the parties to satisfy the conditions to closing; the occurrence of any event giving rise to termination of the
asset purchase agreement; the outcome of any legal proceedings; the ability to obtain regulatory and other approvals on a timely basis
or at all; difficulties and delays in transferring, integrating, and commercializing the Acquired Assets; the cost, timing, and capital
requirements of the commercialization plan; the volatility of digital-asset markets and the price of gold; the evolving regulatory environment
for tokenized real-world assets, stablecoins, DeFi protocols, treasury vehicles, and consumer digital-asset applications in the United
States and globally; cybersecurity, smart-contract, and operational risks inherent in blockchain-based products; the Company’s ability
to obtain additional capital on favorable terms or at all; the dilutive effect on existing stockholders of the preferred shares issued
as part of the acquisition, and the conversion thereof, and any subsequent financings; the concentration of consideration share ownership;
uncertainty as to the long-term value of the Company’s common stock; the Company’s going concern status and dependence on
future capital raises; NASDAQ listing compliance requirements and bid price maintenance; and tax and other factors.
This release does not constitute an offer to sell, or a solicitation
of an offer to buy, any securities. Readers are cautioned not to place undue reliance on forward-looking statements, which apply only
as of the date of this news release. Investors should review Functional Brands’ filings with the SEC, including the Registration
Statement on Form S-1 filed October 16, 2025, and the Annual Report on Form 10-K filed March 27, 2026, available at www.sec.gov. The Company
does not undertake to update forward-looking statements except as required by law.
