Form 8-K

8-K — Functional Brands Inc.

Accession: 0001213900-26-059603

Filed: 2026-05-20

Period: 2026-05-17

CIK: 0001837254

SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0291760-8k_functional.htm (Primary)

EX-17.1 — LETTER OF RESIGNATION OF TARIQ RAHIM, DATED MAY 17, 2026 (ea029176001ex17-1.htm)

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8-K — CURRENT REPORT

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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): May 17, 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 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 5.02. Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) Resignation

of Board Member; Transition of Chief Financial Officer.

On May 17, 2026, Tariq Rahim

submitted his letter of resignation as a member of the Board of Directors (“Board”) of Functional Brands Inc. (the “Company”),

effective immediately. Effective May 18, 2026, Mr. Rahim also ceased serving as the Company’s Chief Financial Officer and transitioned

to the role of Vice President, Finance, a non-executive officer position.

Mr. Rahim’s resignation

from the Board and transition from Chief Financial Officer to Vice President, Finance, was not the result of any disagreement with the

Company regarding its operations, policies or practices, including any matter relating to the Company’s financial reporting or accounting

practices.

A copy of Mr. Rahim’s

resignation letter relating to his resignation from the Board is filed as Exhibit 17.1 to this Current Report on Form 8-K.

(b) Appointment

of New Chief Financial Officer and Board Member.

In connection with Mr. Rahim’s

resignation from the Board and transition from his Chief Financial Officer role, effective May 18, 2026, David R. Wells was appointed

as a member of the Company’s Board and as the Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

of the Company pursuant to a unanimous written consent approved by the Board on May 19, 2026.

David R. Wells (age

63). Since December 2022, David R. Wells has served as a director of HeartSciences, Inc., a publicly traded healthcare

information technology company. From August 2023 to May 2025, Mr. Wells served as the Chief Financial Officer of Envoy Medical,

Inc., a publicly traded medical device company in the hearing health space. Also, Mr. Wells is a partner of Atlas Bookkeeping, LLC, a

technology-based financial services firm providing bookkeeping and reporting for emerging growth and small cap public and privately held

companies, which he founded in October 2022. Prior to that, Mr. Wells served as the Chief Financial Officer of GHS Investments, LLC, a

privately held “super value” fund focused on small to mid-cap companies, from June 2021 to September 2022, and served as the

Chief Financial Officer of ENDRA Life Sciences Inc., a publicly traded clinical diagnostics technology company, initially on an interim

basis beginning in May 2014, and on a continuing basis beginning in 2017 until June 2021. Mr. Wells was the founder of Wells Compliance

Group, a technology-based services firm supporting the financial reporting needs of publicly traded companies and privately held firms

whose investor or shareholder base required timely GAAP-compliant financial reporting. During his time at StoryCorp Consulting, Inc. (d/b/a/

Wells Compliance Group) from September 2009 to June 2021, Mr. Wells consulted with several emerging growth publicly traded companies.

He possesses over 30 years of experience in finance, operations and administrative positions. Mr. Wells holds an MBA from Pepperdine University

and a BS in Finance and Entrepreneurship from Seattle Pacific University.

Arrangements of Certain Officers.

The Company has not entered

into any material plan, contract or arrangement with Mr. Wells in connection with his appointment at this time. To the extent any such

material compensatory arrangement is entered into or becomes determined following the filing of this Current Report on Form 8-K, the Company

will file an amendment to this Current Report on Form 8-K disclosing such information to the extent required by applicable SEC rules and

regulations.

There are no family relationships

between Mr. Wells and any director or executive officer of the Company, and there are no transactions involving Mr. Wells (or any member

of his immediate family) requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

17.1

Letter of Resignation of Tariq Rahim, dated May 17, 2026

104

Cover Page Interactive Data File (Embedded within the Inline XBRL document)

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: May 20, 2026

FUNCTIONAL BRANDS INC.

By:

/s/ Eric Gripentrog

Name:

Eric Gripentrog

Title:

Chief Executive Officer

EX-17.1 — LETTER OF RESIGNATION OF TARIQ RAHIM, DATED MAY 17, 2026

EX-17.1

Filename: ea029176001ex17-1.htm · Sequence: 2

Exhibit 17.1

May 17, 2026

Dear Board of Directors,

I am writing to formally notify you of my resignation from the Board

of Directors of Functional Brands Inc. (NASDAQ: MEHA), effective immediately upon receipt of this letter.

It has been a privilege to serve on the Board and to contribute to

the strategic direction and governance of the Company. I have great confidence in the leadership team and in the Company’s continued

ability to execute on its mission and deliver value to shareholders.

I am committed to ensuring a smooth and orderly transition. I am happy

to assist in any way that may be helpful during the transition period and will cooperate fully with the Board and management team to facilitate

the handover of my board responsibilities.

I wish the Company, the Board, and all of its stakeholders continued

success.

Sincerely,

Tariq Rahim

Former Member, Board of Directors

Functional Brands Inc. (NASDAQ: MEHA)

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