8-K
Functional Brands Inc. (MEHA)
UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report(Date of earliest event reported): February 5, 2026
Functional BrandsInc.
(Exact nameof Registrant as Specified in its Charter)
| Delaware | 001-42936 | 85-4094332 |
|---|---|---|
| (State or other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>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 February 5, 2026, Functional Brands Inc. (the “Company”) entered into a Series A Convertible Preferred Stock Purchase Agreement (the “SPA”) with Evergreen Capital Management LLC (the “Seller”), pursuant to which the Company agreed to purchase from the Seller, and the Seller agreed to sell to the Company, all of the Seller’s shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred”), consisting of 12,445 shares (the “Purchase”).
The purchase price for the Purchase was $50.00 per share or an aggregate of $622,250.00, which the Company funded from its available working capital. The Purchase closed on February 6, 2026 (the “Closing”), upon the satisfaction of customary closing conditions set forth in the SPA, including delivery of the shares. The SPA includes customary representations and warranties and covenants.
After the Closing, the shares of Series A Preferred so purchased by the Company will be cancelled in accordance with the Company’s organizational documents and applicable law, and the Company will cause appropriate entries to be made in its books and records.
The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the form of the SPA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events
The Company purchased the Series A Preferred described above as part of its ongoing efforts to reduce potential dilution. The Purchase relates solely to the Series A Preferred held by the Seller and does not affect the rights of any other holders of the Series A Preferred.
Forward Looking Statements
This report contains “forward-lookingstatements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities ExchangeAct of 1934, as amended. 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, althoughnot all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs onreasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance thatactual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’sactual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as wellas other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, the expectationsregarding the Closing of the Purchase and the anticipated benefits and impacts of the Purchase. All forward-looking statements speak onlyas of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, whether asa result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Form of Series A Convertible Preferred Stock Purchase Agreement |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
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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: February 9, 2026 | FUNCTIONAL BRANDS INC. | |
|---|---|---|
| By: | /s/ Eric Gripentrog | |
| Name: | Eric Gripentrog | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
This Series A Convertible Preferred Stock Purchase Agreement (the “Agreement”) is made and entered into as of February 5, 2026, between Functional Brands Inc., a Delaware corporation (the “Company”), and Evergreen Capital Management LLC (the “Seller”). Each of the Company and the Seller is a “party” to this Agreement.
Recitals
Whereas, the Company previously authorized the issuance and sale of its Series A Convertible Preferred Shares (“Series A Preferred”) to certain investors in a private placement transaction;
Whereas, the Seller previously purchased 12,500 shares of Series A Preferred pursuant to a Securities Purchase Agreement, dated as of July 22, 2025, between the Company and the Seller (as amended, the “SPA”); and
Whereas, the Company desires to repurchase and the Seller desires to sell to the Company all of the Series A Preferred shares it holds on the terms and conditions set forth herein.
Agreement
Now, Therefore, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
- Sale and Purchase
Subject to the terms and conditions hereof, at the Closing (as hereinafter defined), the Seller hereby agrees to sell to the Company, and the Company agrees to purchase from the Seller 12,445 shares of Series A Preferred (the “Shares”), at a purchase price of $50.00 per share for an aggregate amount of $622,250.00 (the “Purchase Price”).
1.1 Closing. The Closing will take place on or before February 5, 2026 or such other date as the parties hereto may agree by electronic exchange of signature pages hereto and payment by the Company by wire transfer of the Purchase Price to the Seller in accordance with written wire transfer payment instructions delivered to the Company by the Seller (the “Closing”).
1.2 Delivery. At the Closing, subject to the terms and conditions hereof, the Seller will deliver to the Company share certificates or transfer agent statements evidencing the Shares, free and clear of all encumbrances, to be purchased at the Closing by the Company against payment of the Purchase Price. Upon consummation of the Closing the Seller shall deliver written instructions to the transfer agent directing it to record the transfer of the Shares to the Company on the transfer agent’s book entry system.
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- Representations and Warranties of the Company
The Company hereby represents and warrants to the Seller as of the date of this Agreement as follows:
2.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to execute and deliver this Agreement and to carry out the provisions hereof.
2.2 Authorization; Binding Obligations. All corporate action on the part of the Company necessary for the authorization of this Agreement, the performance of all obligations of the Company hereunder at the Closing has been taken. This Agreement, when executed and delivered, will be a valid and binding obligation of the Company enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and as limited by general principles of equity that restrict the availability of equitable remedies.
- Representations And Warranties of the Seller
The Seller hereby represents and warrants to the Company as follows:
3.1. Requisite Power and Authority. The Seller has all necessary power and authority to execute and deliver this Agreement and to carry out its provisions. All action on the Seller’s part required for the lawful execution and delivery of this Agreement has been taken. Upon its execution and delivery, this Agreement will be a valid and binding obligation of the Seller, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and as limited by general principles of equity that restrict the availability of equitable remedies.
3.2 Holdings and Encumbrances. The Shares constitute all of the shares of Series A Preferred held by the Seller. The Seller holds its interests in the Shares free and clear of all liens, pledges or other encumbrances and the Shares are freely transferable by the Seller without the consent of any third party.
- Covenant and Release
4.1 The parties hereto each hereby agree, that effective as of the Closing, to release the other party from any and all claims, losses, damages, liquidated or otherwise, dividends, accrued or accruing in respect of or arising out of or related to the SPA, the Series A Preferred or the Certificate of Designations, Preferences and Rights for the Series A Preferred.
- Registration of Common Stock
5.1. The Company hereby agrees to cause to be filed with the United Staes Securities and Exchange Commission a Registration Statement on Form S-1 covering the resale of up to 171,000 shares of the Company’s common stock held by the Seller within ninety (90) days of the date of this Agreement and to use reasonable business efforts to cause such Registration Statement to become effective as soon thereafter as is reasonably practicable.
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- Miscellaneous
6.1 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to the conflicts of laws principles thereof.
6.2 Survival. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby.
6.3 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable for or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein.
6.4 Expenses. Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution and delivery of this Agreement and the Shares.
[SIGNATURES APPEAR ON THE NEXT PAGE]
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The parties hereto have executed the Series A Convertible Preferred Stock Purchase Agreement as of the date set forth in the first paragraph hereof.
| FUNCTIONAL BRANDS INC. | |
|---|---|
| By: | /s/ Eric Gripentrog |
| Eric Gripentrog | |
| Chief Executive Officer | |
| EVERGREEN CAPITAL MANAGEMENT LLC | |
| By: | /s/ Jeffrey Pazdro |
| Title: | Manager |
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