Every 8-K that FUNCTIONAL BRANDS INC (MEHA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MEHA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MEHA filings page.
Functional Brands Inc. reported second quarter 2026 results showing modest revenue growth but a sharp deterioration in profitability and liquidity. Net revenue for the three months ended June 30, 2026 was $1,870,548, up about 2% from $1,832,532 a year earlier, driven by higher direct-to-consumer and contract manufacturing sales. Gross profit rose to $1,120,341 from $968,095 as gross margin expanded by 710 basis points to 59.9%.
Higher operating and non-cash financing-related costs more than offset the margin gains. Sales and marketing expenses more than doubled year over year, and general and administrative expenses more than doubled, reflecting higher payroll, professional fees, Amazon fees, stock-based compensation, insurance, and public-company costs. Other expense increased significantly, including a $967,942 non-cash loss from the change in fair value of derivative liabilities and a loss on default of a convertible note.
As a result, second quarter net loss widened to $2,630,548 from $226,056, and for the first six months of 2026 the net loss was $9,621,337 versus $352,838 in 2025. At June 30, 2026, cash was $352,142, working capital deficit was $2,903,380, and accumulated deficit was $16,679,712. The company states these conditions raise substantial doubt about its ability to continue as a going concern and indicates it is relying on future capital raises and product sales to fund operations.
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.
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.
Functional Brands Inc. is facing delisting of its common stock from the Nasdaq Capital Market after triggering Nasdaq’s low-priced stock rules. Nasdaq issued a Staff Delisting Determination on June 9, 2026, after the company’s shares closed at $0.10 or less for ten consecutive trading days as of June 8, 2026.
The stock had already been non-compliant with Nasdaq’s $1.00 minimum bid price requirement since a prior notice dated December 30, 2025, and the company had until June 29, 2026, to regain compliance. Trading on Nasdaq is scheduled to be suspended at the opening of business on June 16, 2026, and a Form 25-NSE will remove the securities from Nasdaq listing and registration.
Functional Brands may request a hearing before a Nasdaq Hearings Panel by June 16, 2026, with a non-refundable fee of $20,000, but a timely request will not stay the trading suspension, and there is no assurance any appeal would succeed or that the company can regain compliance.
Functional Brands Inc. reported results of a reconvened special stockholder meeting held on June 1, 2026. Stockholders first approved an amendment to the Certificate of Incorporation that allows the board, at its discretion, to implement a reverse stock split of the common stock at any time before the one-year anniversary of the meeting, at a ratio between 1-for-2 and 1-for-250.
Stockholders also approved the Functional Brands Inc. 2026 Equity Incentive Plan. At the meeting, 7,874,310 shares, or about 35.93% of the 21,912,868 shares of common stock eligible to vote as of April 16, 2026, were present in person or by proxy, constituting a quorum.
Functional Brands Inc. adjourned its Special Meeting of Stockholders because not enough shares were represented to reach a quorum under its bylaws. The meeting, originally set for May 28, 2026, is now scheduled to reconvene virtually on June 1, 2026 at 10:00 a.m. Pacific Time.
No changes were made to the proposals up for vote, and stockholders of record as of April 16, 2026 remain entitled to vote at the reconvened meeting. The company is actively soliciting additional proxies and has issued a press release with details and voting support contacts.
Functional Brands Inc. filed an amended report to expand disclosure around its new Chief Financial Officer and a related-party services arrangement. The company clarified that, effective May 18, 2026, David R. Wells was appointed CFO, principal financial and accounting officer, and joined the Board, following Tariq Rahim’s resignation from the Board and his transition to Vice President, Finance. The amendment also describes a Services Agreement with Atlas Bookkeeping, LLC, an entity owned by Mr. Wells, under which Atlas provides bookkeeping, financial reporting, investor relations, finance and administrative support services. The amendment notes the monthly fee under this agreement increased from $13,000 to $18,000 effective April 15, 2026, and that Functional Brands has paid Atlas approximately $89,833 in fees and reimbursable expenses through May 21, 2026.
Functional Brands Inc. agreed to acquire assets from BullionFX, including the Alchemy gold‑backed blockchain platform, in an all‑stock asset deal valued at $142.9 million. As consideration, the company will issue 100,000 shares of new Series D Preferred Stock.
The Series D Preferred is expected to convert, after stockholder approval and any required Nasdaq Capital Market listing conditions, into Conversion Shares representing 98.28% of the company’s outstanding common stock at closing, creating substantial dilution for existing holders. The preferred carries a liquidation preference equal to the greater of two times its $142.9 million stated value or the value of conversion shares.
Closing is targeted for the second or third quarter of 2026 and is subject to extensive conditions, including settlement of outstanding litigation, agreements to buy out or cancel existing Series C preferred and convertible notes, completion of due diligence and a valuation report, purchase of a D&O tail policy, and an equity financing of at least $10 million. The company highlights forward‑looking risks around execution, regulation, capital needs, Nasdaq compliance, and the significant dilution associated with the transaction.
Functional Brands Inc. announced leadership changes around its finance function. On May 17, 2026, Tariq Rahim resigned from the Board of Directors, effective immediately, and, effective May 18, 2026, moved from Chief Financial Officer to Vice President, Finance, a non-executive role. The company states his resignation and transition were not due to any disagreement over operations, policies, or financial reporting. Effective May 18, 2026, David R. Wells, age 63, joined the Board and was appointed Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer under a unanimous written consent of the Board dated May 19, 2026. Wells brings over 30 years of experience in finance and public-company reporting across several healthcare and technology-focused businesses.
Functional Brands Inc. has signed a non-binding letter of intent to acquire certain assets and intellectual property of BullionFX Ltd, including its Alchemy blockchain platform, in an all-stock transaction with an expected value of approximately $142.9 million.
The BullionFX platform is designed to enable on-chain settlement backed by physical gold holdings and to support products such as gold- and U.S. dollar-backed stablecoins, decentralized lending and borrowing, and other tokenized financial services. Management presents this as a major strategic step beyond its wellness and telehealth roots into blockchain-enabled financial infrastructure.
The proposed deal is described as a transformational opportunity but remains subject to completion of due diligence, negotiation of a definitive agreement, regulatory approvals, and future shareholder approval. The company highlights risks including regulatory uncertainty in digital assets, integration challenges, market volatility, and the potential for significant dilution to existing stockholders if the all-stock acquisition proceeds.
Functional Brands Inc. reported modest revenue growth but a sharply wider loss for the first quarter ended March 31, 2026. Net revenue rose 3.5% to $1,645,524, while gross profit increased 11% to $961,133. Gross profit margin expanded 390 basis points to 58.4%, helped by higher-margin direct-to-consumer channels.
Despite better margins, higher operating costs and capital-structure actions drove a much larger loss. Sales and marketing expenses grew 48% and general and administrative expenses rose 92%, contributing to an operating loss of $682,805 versus $32,100 a year earlier. Other expense was heavily impacted by a $6,310,464 loss on issuance of preferred stock, leading to a net loss of $6,990,789 compared with $126,782 in the prior-year quarter. At March 31, 2026, cash was $1,077,967, total liabilities were $11,724,716, and stockholders’ equity showed a deficit of $4,510,764, down from positive equity of $1,541,331 at December 31, 2025.
Functional Brands Inc. entered into a Conversion Price Reduction and Waiver Agreement with all holders of its Series C Convertible Preferred Stock. The agreement reduces the conversion price during the Fixed Conversion Period to $0.1636 per share of common stock, replacing previously tiered conversion prices in the Series C Certificate.
The company and holders also waive the prior prohibition on below-price conversions for conversions at this reduced price. Functional Brands plans to amend the Series C Certificate to reflect these new terms. Any unpaid Cash Consideration from a March 9, 2026 Exchange and Amendment Agreement will be added as additional, unsecured principal to the applicable holders’ existing exchange notes, with interest on that added principal also unsecured.
Functional Brands Inc. entered into a binding letter of intent to acquire the assets and intellectual property of BullionFX, including its Alchemy blockchain platform, in an all‑stock transaction valued at approximately $142.9 million.
The seller would receive preferred stock that is expected to convert into common shares after shareholder approval in line with Nasdaq requirements. The LOI includes a due diligence period through May 31, 2026, and automatically terminates by June 15, 2026 if no definitive agreement is signed. The company highlights multiple risks, including valuation, regulatory and shareholder approvals, integration challenges, and potential dilution for existing stockholders.
Functional Brands Inc. filed an 8-K describing an amendment to the employment agreement of its Chief Executive Officer, Eric Gripentrog. On April 17, 2026, the board’s Compensation Committee approved Amendment No. 2 to his March 1, 2025 Executive Employment Agreement.
The amendment aligns the CEO’s employment term with the company’s fiscal calendar year, clarifies that all compensation amounts in the agreement are stated in U.S. dollars, and restates his essential duties, responsibilities, and consolidated net revenue targets used for bonus determination. The full text of the amendment is filed as Exhibit 10.1.
Functional Brands Inc. reported a turnaround to profitability for 2025 and stronger liquidity. For the year ended December 31, 2025, revenue was $6,611,484 and net income was $758,478, compared with revenue of $6,566,455 and a net loss of $559,356 in 2024.
In the fourth quarter of 2025, revenue was $1,494,521 and net income reached $852,313, versus revenue of $1,680,096 and a net loss of $277,750 a year earlier. Basic net income per share was $0.08 for both the quarter and full year, while diluted earnings per share were $0.01.
Cash increased to $2,726,696 at year-end 2025 from $211,642, aided by $8,000,000 of proceeds from issuance of preferred stock. Total assets rose to $9,108,302, and stockholders’ equity improved to $1,541,331 from a deficit of $118,577, reflecting new equity capital and derivative liability movements.
Functional Brands Inc. entered into an Exchange and Amendment Agreement with several investors to restructure its preferred equity and add new secured debt. Investors exchanged all Series A and Series B Convertible Preferred Stock for a package valued at an assigned stated value of $8,378,000.
The consideration includes $6,032,160 in stated value of new Series C Convertible Preferred Stock, $900,000 in cash, $837,800 principal amount of senior secured convertible notes and 5,190,171 shares of common stock. Investors agreed to near-term selling limits, including no open-market common stock sales before the next shareholder meeting record date and a 15% of trading volume cap per day afterward.
The Series C Preferred has a $1,000 stated value and is convertible into common stock at three fixed prices: half at $0.30 per share, a quarter at $0.35 and a quarter at $0.41. The new notes bear 12% annual interest, amortize over 17 months starting one year after issuance, are prepayable at par plus interest and are convertible at 120% of the common stock’s closing price on the exchange date. To secure these obligations, the investors received a security interest in substantially all company assets, and the company filed a Certificate of Designation establishing the Series C Preferred.
Functional Brands Inc. updated its leadership compensation arrangements. The board’s Compensation Committee approved an amendment to CEO Eric Gripentrog’s executive employment agreement to extend the vesting schedule for certain previously granted restricted stock units.
The company also executed new independent director agreements with Girard Smith, Lourdes Felix, and Steven Rossi. Each independent director will receive $60,000 in annual cash compensation and an initial stock option grant, to be determined by the board, upon board and stockholder approval of the 2026 Equity Incentive Plan. These options will vest on the grant date and quarterly thereafter, and the agreements include potential additional committee fees and indemnification.
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.
Functional Brands Inc. updated its bylaws to lower the quorum required for shareholder meetings. As of the amendment approved on February 1, 2026, stockholders holding 33.4% of the company’s outstanding capital stock entitled to vote now constitute a quorum, compared with a prior majority requirement.
The Board stated that this change is intended to improve the company’s ability to hold stockholder meetings when they are called. The amendment is formalized as Amendment No. 1 to the bylaws and is attached as an exhibit to the report.
Functional Brands Inc. furnished an update on its financial performance by issuing a press release with results for its third fiscal quarter ended September 30, 2025. The press release is included as Exhibit 99.1 to a current report, and the company specifies that this information is being provided for disclosure purposes only and is not deemed filed or incorporated into other securities law filings.