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): March 30, 2026
Functional Brands Inc.
(Exact nameof Registrant as Specified in its Charter)
| Delaware | 001-42936 | 85-4094332 |
|---|---|---|
| (State or other Jurisdiction<br> of Incorporation) | (Commission File Number) | (IRS Employer<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 2.02. Results of Operations and Financial Condition.
On March 30, 2026, Functional Brands, Inc. (the “Company”), issued a press release regarding the Company’s financial results for its fourth fiscal quarter and fiscal year ended December 31, 2025, and certain recent corporate developments. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information under this Item 2.02 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Description Press Release dated March 30, 2026 |
| 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: March 30, 2026 | Functional Brands Inc. | |
|---|---|---|
| By: | /s/ Eric Gripentrog | |
| Name: | Eric Gripentrog | |
| Title: | Chief Executive Officer |
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Exhibit 99.1
Functional Brands Announces Fourth Quarter andFull-Year 2025 Financial Results
Fourth quarter net income improved to $0.9 millioncompared to a net loss of $0.3 million in the prior year period
Lake Oswego, OR – (March 30, 2026) – Functional Brands Inc. (NASDAQ: MEHA), a leading innovator in wellness and performance products, today announced financial results for the fourth quarter and full-year ended December 31, 2025.
Fourth Quarter 2025 highlights
| ● | Revenue of $1.50 million compared to $1.68 million in the prior year period, a decrease of approximately 11.0%. This decrease was<br>primarily due to the shift in our Amazon business model from a reseller model to a direct-to-consumer approach through our own Amazon<br>Seller’s Central account. |
|---|---|
| ● | Gross profit was $0.67 million compared to $0.99 million in the prior year period. Gross margin of 44.9% was down 1400 basis points<br>versus the prior year period due to changes in the Amazon business model and inventory adjustments related to our transition out of the<br>hemp business. |
| --- | --- |
| ● | Net income of $0.9 million or $0.01 per diluted share compared to a net loss of $0.3 million and $(0.08) per diluted share in the<br>prior year period. |
| --- | --- |
Full Year 2025 highlights
| ● | Revenue of $6.61 million compared to $6.57 million in the prior year, an increase of approximately 0.7%, reflecting the inherent stability<br>of the Kirkman business. |
|---|---|
| ● | Gross profit was $3.48 million compared to $3.61 million in the prior year. Gross margin of 52.7% was down 220 basis points versus<br>the prior year due to inventory adjustments related to our transition out of the hemp business. |
| --- | --- |
| ● | Net income of $0.8 million or $0.01 per diluted share compared to a net loss of $0.6 million and $(0.08) per diluted share in the<br>prior year. |
| --- | --- |
“We were pleased to deliver another year of strong bottom-line results as we continue to transform our business model,” said Eric Gripentrog, CEO of Functional Brands Inc. “Over the past several months, we’ve executed a series of key initiatives that mark a pivotal period in the Company’s evolution and establish a strong foundation for sustainable, profitable growth in the future. We achieved significant strategic breakthroughs that differentiate us in the marketplace and demonstrate our commitment to innovation across multiple fronts.
“In February, we launched Tru2u.health, our comprehensive digital health platform that integrates peptide solutions, GLP-1-based weight management programs, board-certified telehealth support, and clean supplements into a seamless consumer experience, providing us with a scalable, digitally native growth engine. We also expanded our Kirkman brand portfolio with two innovative product bundles - our Skin, Beauty & Anti-Aging Bundle in December and our Detox Aid Bundle in January. Additionally, we forged a strategic partnership with iHerb to make P2i by Kirkman available to international consumers across Asia, Europe, the Middle East, and Latin America, dramatically expanding our addressable market for the world’s cleanest prenatal vitamin. These accomplishments demonstrate strong execution against our strategic goals and underscore our commitment to our mission of ‘Making Everyone Healthy Again’.”
About Functional Brands Inc.
Functional Brands Inc. is a health and wellness company focused on acquiring and growing science-based consumer brands. With a portfolio that includes trusted names like Kirkman®, P2i by Kirkman®, Tru2u.Health™; Functional Brands is committed to providing high-quality, effective solutions that support healthier lives.
For more information, visit www.functionalbrandsinc.com and www.kirkmangroup.com, and 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 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements (including statements related to the closing, and the anticipated benefits to the Company, of the private placement described herein) related to future events, which may impact our expected future business and financial performance, and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “potential,” “will,” “should,” “could,” “would,” “optimistic” or “may” and other words of similar meaning. These forward-looking statements are based on information available to us 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 and involve significant known and unknown risks, uncertainties and other factors which may be beyond our control.
Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. Potential investors should review Functional Brands’ Registration Statement filed with the SEC on Form S-1 on October 16, 2025 and the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2026 for more complete information, including the risk factors that may affect future results, which are available for review at www.sec.gov. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.
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FUNCTIONAL BRANDS INC.
CONSOLIDATED BALANCE SHEETS (AUDITED)
(In U.S. dollars, except share data or otherwisenoted)
| December 31, <br> 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash | 2,726,696 | $ | 211,642 | ||
| Accounts receivable, net | 518,474 | 303,471 | |||
| Inventories, net | 1,549,511 | 1,709,458 | |||
| Prepaid expenses and other current assets | 392,999 | 45,112 | |||
| Deferred offering costs | - | 588,641 | |||
| Total current assets | 5,187,680 | 2,858,324 | |||
| Noncurrent assets: | |||||
| Property and equipment, net | 37,379 | 49,564 | |||
| Right-of-use assets, net | 1,667,693 | 2,000,092 | |||
| Intangible assets, net | 1,397,411 | 1,443,541 | |||
| Goodwill | 818,139 | 818,139 | |||
| Total non-current assets | 3,920,622 | 4,311,336 | |||
| Total assets | 9,108,302 | $ | 7,169,660 | ||
| Liabilities and stockholders’ equity / (deficit) | |||||
| Current liabilities: | |||||
| Accounts payable and accrued liabilities | 1,554,243 | $ | 1,956,165 | ||
| Line of credit | 8,109 | 32,235 | |||
| SBA loan, current | 3,595 | 3,436 | |||
| Lease liabilities, current | 371,272 | 291,213 | |||
| Other current liabilities | 41,828 | 35,332 | |||
| Derivative liabilities | 3,306,745 | - | |||
| Payable for acquisition, current | - | 2,342,366 | |||
| Loans payable (related party), current | 61,642 | 370,703 | |||
| Loans payable | 402,650 | 171,500 | |||
| Total current liabilities | 5,750,084 | 5,202,950 | |||
| Non-current liabilities: | |||||
| Lease liabilities, net of current | 1,435,505 | 1,844,819 | |||
| SBA loan, net of current | 136,873 | 140,468 | |||
| Loan payable (related party), net of current | 244,509 | - | |||
| Convertible debenture | - | 100,000 | |||
| Total non-current liabilities | 1,816,887 | 2,085,287 | |||
| Total liabilities | 7,566,971 | 7,288,237 | |||
| Stockholders’ equity / (deficit) | |||||
| Series A Preferred stock, par value 0.001 stated value 100, 100,000 and 0 shares authorized as of December 31, 2025 and 2024; 87,445 and 0 shares issued and outstanding, respectively | 87 | - | |||
| Series B Preferred stock, par value 0.001 stated value 100, 80,000 and 0 shares authorized as of December 2025 and 2024; 28,475 shares issued and 0 outstanding, respectively | 28 | - | |||
| Common stock, par value 0.00001, 220,000,000 shares authorized; 18,704,649 and 6,694,880 shares issued and outstanding at December 31, 2025 and 2024 | 187 | 67 | |||
| Additional paid-in capital | 8,522,354 | 7,542,286 | |||
| Accumulated deficit | (6,981,325 | ) | (7,660,930 | ) | |
| Total stockholders’ equity / (deficit) | 1,541,331 | (118,577 | ) | ||
| Total liabilities and stockholders’ equity / (deficit) | 9,108,302 | $ | 7,169,660 |
All values are in US Dollars.
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FUNCTIONAL BRANDS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In U.S. dollars, except share data or otherwisenoted)
| (UNAUDITED) Three Months Ended December 31, | (AUDITED) Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue, net of returns | $ | 1,494,521 | $ | 1,680,096 | $ | 6,611,484 | $ | 6,566,455 | ||||
| Cost of goods sold | 823,766 | 690,623 | 3,127,518 | 2,959,609 | ||||||||
| Gross profit | 670,755 | 989,473 | 3,483,966 | 3,606,846 | ||||||||
| Operating expenses | ||||||||||||
| Sales and marketing | 169,869 | 121,601 | 632,414 | 576,315 | ||||||||
| General and administrative expenses | 1,633,636 | 1,003,619 | 4,250,124 | 3,259,623 | ||||||||
| Total operating expenses | 1,803,505 | 1,125,220 | 4,882,538 | 3,835,938 | ||||||||
| Operating income / (loss) | (1,132,750 | ) | (135,747 | ) | (1,398,572 | ) | (229.092 | ) | ||||
| Interest expense | (80,982 | ) | (142,284 | ) | (402,398 | ) | (331.836 | ) | ||||
| Other income – ERTC refund | - | - | 419,947 | - | ||||||||
| Other income | - | - | 112 | - | ||||||||
| Interest income | 1,352 | 281 | 74,696 | 1,572 | ||||||||
| Change in fair value of derivative liabilities | 7,358,935 | - | 7,358,935 | - | ||||||||
| Loss on issuance of preferred stock derivative liability | (5,294,242 | ) | - | (5,294,242 | ) | - | ||||||
| Total other income / (expenses) | 1,985,063 | (142,003 | ) | 2,157,050 | (330.264 | ) | ||||||
| Net income / (loss) | $ | 852,313 | $ | (277,750 | ) | $ | 758,478 | $ | (559,356 | ) | ||
| Net income (loss) per share of common stock attributable to common stockholders | ||||||||||||
| Basic | $ | 0.08 | $ | (0.08 | ) | $ | 0.08 | $ | (0.08 | ) | ||
| Diluted | $ | 0.01 | $ | (0.08 | ) | $ | 0.01 | $ | (0.08 | ) | ||
| Weighted average shares used in computing net loss per share of common stock | ||||||||||||
| Basic | 8,241,266 | 6,694,880 | 8,241,266 | 6,694,880 | ||||||||
| Diluted | 85,120,861 | 6,694,880 | 85,120,861 | 6,694,880 |
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FUNCTIONAL BRANDS INC.
CONSOLIDATED STATEMENTS OF CASH FLOW (AUDITED)
(In U.S. dollars, except share data or otherwisenoted)
| Year Ended<br> December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net income (loss) | $ | 758,478 | $ | (559,356 | ) | |
| Reconcile net income (loss) to cash (used in) provided by operating activities | ||||||
| Allowance for doubtful accounts receivable | (3,796 | ) | (32,491 | ) | ||
| Allowance for inventory obsolescence | 53,855 | (14,206 | ) | |||
| Depreciation of property and equipment | 20,698 | 48,371 | ||||
| Amortization of right-of-use assets | 332,399 | 306,935 | ||||
| Amortization of intangible assets | 46,130 | 46,130 | ||||
| Financing expense on warrant issuance | 45,413 | - | ||||
| Stock-based compensation | 543,068 | 414,900 | ||||
| Change in fair value of derivative liabilities | (7,358,935 | ) | - | |||
| Loss on issuance of preferred stock of derivative liabilities | 5,294,242 | - | ||||
| Issuance of shares for note extension | 80,500 | - | ||||
| Issuance of common stock for convertible debenture | 122,331 | - | ||||
| Issuance of shares for financing expense | 50,629 | - | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (211,207 | ) | (100,042 | ) | ||
| Inventories | 106,092 | (1,233 | ) | |||
| Prepaid expenses and other current assets | (347,887 | ) | 27,329 | |||
| Accounts payable and accrued liabilities | (480,795 | ) | 132,161 | |||
| Other current liabilities | 6,496 | (5,493 | ) | |||
| Lease liabilities | (329,255 | ) | (261,015 | ) | ||
| Net cash (used in) provided by operating activities | (1,271,544 | ) | 1,990 | |||
| Cash flows from investing activities: | ||||||
| Purchase of property and equipment | (8,513 | ) | (1,881 | ) | ||
| Net cash used in investing activities: | (8,513 | ) | (1,881 | ) | ||
| Cash flows from financing activities: | ||||||
| Deferred offering costs | (1,721,228 | ) | (163,125 | ) | ||
| Proceeds from loans | 489,324 | 301,500 | ||||
| Payments for payable for acquisition | (2,342,366 | ) | (255,002 | ) | ||
| Proceeds from debt facilities | 99,733 | 180,662 | ||||
| Repayment of loans | (422,727 | ) | (6,931 | ) | ||
| Proceeds from issuance of preferred stock | 8,000,000 | - | ||||
| Buyback of preferred stock | (180,330 | ) | - | |||
| Line of credit repayment | (123,859 | ) | (216,742 | ) | ||
| SBA loan repayment | (3,436 | ) | (3,264 | ) | ||
| Net cash provided by (used in) financing activities | 3,795,111 | (162,902 | ) | |||
| Increase (decrease) in cash | 2,515,054 | (162,793 | ) | |||
| Cash beginning of period | 211,642 | 374,435 | ||||
| Cash, end of period | $ | 2,726,696 | $ | 211,642 | ||
| Supplemental disclosures of cash flow information | ||||||
| Cash paid for interest | $ | 401,411 | $ | 224,428 | ||
| Non-cash investing and financing activities | ||||||
| Recognition of derivative liability of preferred stock | $ | 13,294,242 | $ | - | ||
| Conversion of preferred stock resulting in a non-cash reduction of the derivative liability recorded to APIC | 2,628,242 | - | ||||
| Fair value adjustment decreasing derivative liability | 7,358,935 | |||||
| Change in Preferred Stock | 115 | - | ||||
| Conversion of preferred stock | 112 | - | ||||
| Deferred offering costs | (2,309,869 | ) | - | |||
| Declaration of preferred stock dividend recorded as an increase in accrued liabilities | 78,873 | - | ||||
| Common stock issued for convertible note payable and accrued interest | 122,331 | - | ||||
| Loan payable, related party | $ | 225,000 | $ | - |
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