Functional Brands Alchemy asset deal terminated

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.

Filing Impact

(Moderate)

Filing Sentiment

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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.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/30/2026 - 06:46 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 (June 29, 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 per share		MEHA		The Nasdaq Stock Market

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 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on May 22, 2026, Functional Brands Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with BullionFX (the “Seller”), pursuant to which the Company agreed to acquire certain assets of the Seller, including its “Alchemy” gold-backed blockchain settlement platform, in exchange for 100,000 shares of the Company’s Series D Convertible Preferred Stock.

On June 29, 2026, the Seller elected to terminate the Asset Purchase Agreement. As a result, the Asset Purchase Agreement has been terminated effective as of June 29, 2026, and the transactions contemplated by the Asset Purchase Agreement will not be consummated.

The foregoing description of the Asset Purchase Agreement and its termination does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 22, 2026.

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: June 30, 2026	FUNCTIONAL BRANDS INC.

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents