BullionFX ends Alchemy platform sale to Functional Brands (MEHA)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Functional Brands Inc. reports that BullionFX has terminated their Asset Purchase Agreement dated May 22, 2026, so the planned acquisition of BullionFX’s “Alchemy” gold-backed blockchain settlement platform will not proceed. The deal would have exchanged the assets for 100,000 shares of Functional Brands’ Series D Convertible Preferred Stock.
The Asset Purchase Agreement was terminated effective June 29, 2026, meaning none of the previously contemplated transactions will be consummated.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 1.02 — Termination of a Material Definitive Agreement
1 item
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Key Figures
Agreed consideration: 100,000 shares
Agreement date: May 22, 2026
Termination date: June 29, 2026
3 metrics
Agreed consideration
100,000 shares
Series D Convertible Preferred Stock for BullionFX assets
Agreement date
May 22, 2026
Date Asset Purchase Agreement was entered into
Termination date
June 29, 2026
Effective termination of Asset Purchase Agreement
Key Terms
Asset Purchase Agreement, Series D Convertible Preferred Stock, gold-backed blockchain settlement platform, Emerging growth company
4 terms
Asset Purchase Agreement financial
"entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with BullionFX"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
Series D Convertible Preferred Stock financial
"in exchange for 100,000 shares of the Company’s Series D Convertible Preferred Stock"
Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.
gold-backed blockchain settlement platform technical
"including its “Alchemy” gold-backed blockchain settlement platform"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
FAQ
What did Functional Brands Inc. (MEHA) disclose in this 8-K?
Functional Brands Inc. disclosed that BullionFX terminated their Asset Purchase Agreement effective June 29, 2026. As a result, Functional Brands will not acquire the Alchemy gold-backed blockchain settlement platform or issue the related Series D Convertible Preferred Stock.
What acquisition was Functional Brands Inc. (MEHA) planning with BullionFX?
Functional Brands planned to acquire certain BullionFX assets, including the Alchemy gold-backed blockchain settlement platform. In exchange, Functional Brands had agreed to issue 100,000 shares of its Series D Convertible Preferred Stock under an Asset Purchase Agreement dated May 22, 2026.
Why will Functional Brands Inc. (MEHA) not acquire the Alchemy platform?
The Alchemy acquisition will not occur because BullionFX elected to terminate the Asset Purchase Agreement. With the agreement terminated effective June 29, 2026, none of the contemplated asset transfers or share issuances will be completed.
What consideration was Functional Brands Inc. (MEHA) going to pay for the BullionFX assets?
Functional Brands had agreed to issue 100,000 shares of its Series D Convertible Preferred Stock as consideration. These shares were to be exchanged for certain BullionFX assets, including the Alchemy gold-backed blockchain settlement platform, before BullionFX terminated the agreement.
When was the Asset Purchase Agreement between Functional Brands Inc. (MEHA) and BullionFX signed and terminated?
The Asset Purchase Agreement was entered into on May 22, 2026, between Functional Brands and BullionFX. BullionFX later elected to terminate this agreement, and the termination became effective on June 29, 2026, stopping the planned transaction.