Form 8-K/A

8-K/A — Functional Brands Inc.

Accession: 0001213900-26-060362

Filed: 2026-05-22

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/A — ea0291927-8ka1_functional.htm (Primary)

EX-10.1 — SERVICES AGREEMENT, DATED NOVEMBER 20, 2025, BY AND BETWEEN FUNCTIONAL BRANDS INC. AND ATLAS BOOKKEEPING, LLC (ea029192701ex10-1.htm)

EX-10.2 — AMENDMENT TO SERVICES AGREEMENT, DATED APRIL 15, 2026, BY AND BETWEEN FUNCTIONAL BRANDS INC. AND ATLAS BOOKKEEPING, LLC (ea029192701ex10-2.htm)

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8-K/A — AMENDMENT NO.1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0291927-8ka1_functional.htm · Sequence: 1

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0001837254

2026-05-17

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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. ☐

EXPLANATORY NOTE

This Amendment No. 1 to the Current Report on

Form 8-K originally filed by Functional Brands Inc. (the “Company”) with the Securities and Exchange Commission on May 20,

2026 (the “Original Form 8-K”) is being filed to amend and supplement the disclosure contained in Item 5.02(c) of the

Original Form 8-K regarding certain compensatory and related party arrangements involving David R. Wells, the Company’s newly appointed

Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and member of the Board of Directors.

The Company is filing this Amendment No. 1 to

disclose the existence of a Services Agreement, dated November 20, 2025, as amended on April 15, 2026, between the Company and Atlas Bookkeeping,

LLC (“Atlas”), an entity owned by Mr. Wells, pursuant to which Atlas has been providing bookkeeping, financial reporting,

investor relations, finance and administrative support services to the Company.

The Original Form 8-K did not disclose the Services

Agreement and related arrangements with Atlas. This Amendment No. 1 is being filed to amend and supplement the Original Form 8-K to include

the disclosure required by Item 404(a) of Regulation S-K and Item 5.02(e) of Form 8-K and to file the Services Agreement and related amendment

as exhibits to this Current Report on Form 8-K/A.

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.

The Company is party to a

Services Agreement, dated November 20, 2025, with Atlas Bookkeeping, LLC (“Atlas”), an entity owned by David R. Wells, the

Company’s newly appointed Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and member of the Board

of Directors. Pursuant to the Services Agreement, Atlas provides bookkeeping, financial reporting, investor relations, finance and administrative

support services to the Company. The Services Agreement was amended effective April 15, 2026 to increase the monthly fee payable by the

Company from $13,000 per month to $18,000 per month.

Since entering into the Services

Agreement in November 2025 through May 21, 2026, the Company has paid Atlas an aggregate of approximately $89,833 pursuant to the Services

Agreement, consisting of professional fees and reimbursable expenses.

The Services Agreement has an initial term of six

months and automatically renews for successive six-month periods unless either party provides notice of termination at least 30 days prior

to renewal. Either party may terminate the agreement upon an uncured material breach, and the agreement otherwise contains customary terms

and conditions.

The foregoing description

of the Services Agreement and amendment thereto does not purport to be complete and is qualified in its entirety by reference to the full

text of the Services Agreement and amendment, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report

on Form 8-K/A and incorporated herein by reference.

There are no family relationships

between Mr. Wells and any director or executive officer of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Services Agreement, dated November 20, 2025, by and between Functional Brands Inc. and Atlas Bookkeeping, LLC.

10.2

Amendment to Services Agreement, dated April 15, 2026, by and between Functional Brands Inc. and Atlas Bookkeeping, LLC.

17.1

Letter of Resignation of Tariq Rahim, dated May 17, 2026 (previously filed as Exhibit 17.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2026 and incorporated herein by reference).

104

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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: May 22, 2026

FUNCTIONAL BRANDS INC.

By:

/s/ Eric Gripentrog

Name:

Eric Gripentrog

Title:

Chief Executive Officer

EX-10.1 — SERVICES AGREEMENT, DATED NOVEMBER 20, 2025, BY AND BETWEEN FUNCTIONAL BRANDS INC. AND ATLAS BOOKKEEPING, LLC

EX-10.1

Filename: ea029192701ex10-1.htm · Sequence: 2

Exhibit 10.1

SERVICES

AGREEMENT

THIS SERVICES

AGREEMENT (this “Agreement”) is entered into as of November 20, 2025, by and between Functional Brands Inc. a

Delaware corporation (the “Company”), with offices (or mailing address) at 6400 SW Rosewood Street, Lake Oswego, OR 97035 and

Atlas Bookkeeping, LLC, a Nevada limited liability corporation (“Atlas”) with offices at 34522 N. Scottsdale Road, Suite

120-170, Scottsdale, AZ 85266.

Services. The Company hereby engages Atlas and Atlas hereby accepts such

engagement by the Company as a services provider as specifically set forth herein and in Schedule

A attached hereto (the “Services”).

The Company

agrees to provide in a timely manner all required information, documents, revisions, responses, updates, and other communications in order

for Atlas to perform the services set forth herein. Atlas will perform services in a timely manner according to generally accepted accounting

standards for monthly, quarterly, and annual reporting.

If the Company

is unwilling or unable to provide the resources for Atlas to perform the services in a timely and complete manner, Atlas will continue

to earn fees as agreed upon, regardless of the level of work performed, and will invoice accordingly.

2. Payment Terms.

(a) Recurring

payments, if applicable, are due on the 1’’ of each month, and 1’’ day of each quarter when applicable. The first invoice, either for

a retainer or a first recurring payment, is due on receipt. All subsequent invoices are due within fifteen (15) days of receipt of invoice.

Any invoice paid after due date will be charged a 5% late fee; services to be performed by Atlas will cease until all invoices are paid

in full and current.

(b) The

Company has the option to pay Atlas by wire transfer, ACH, company check or credit card (3% service charge will be added for credit card).

The Company will communicate the preferred payment option (verbally or in writing) prior to submitting payment. The Company will plan

accordingly if a physical check is mailed, so delivery times do not extend beyond fifteen (15) days of receipt of invoice. If the Company

processes a late payment two cycles in a row, Atlas will initiate an auto-pay system for the Company for a processing fee of up to 3%.

The Company has the option to initiate auto-pay via their own system at the start of the agreement or anytime throughout.

will submit invoices to the Company according to the billing amounts and timelines as agreed upon in Schedule A.

(d) If

additional services are required, both parties will agree in advance, in writing, and Schedule A will be amended accordingly.

3. Term and Termination.

(a) Term.

The term of this Agreement shall commence on the date of execution of this Agreement and continue in full force and effect for a period

of six (6) months unless terminated by either party, as herein provided (the “Term”).

(b) Review

at Term. For a recurring plan, Atlas will evaluate the Services and the Monthly Fee, providing a recommendation to the Company

if either should be adjusted, upon each 6 month renewal. The intention of this review is to “right-size” the Services and Monthly

Fee to closely correlate with the Company’s needs and growth trajectory, which might change over time.

for Uncured Breach of This Agreement. Notwithstanding any other provisions of this Agreement, either the Company or Atlas may

terminate this Agreement in the event of a material breach of this Agreement by the other party, if such breach remains uncured

fifteen (15) days after the date of written notice of breach. In the event of termination due to an uncured breach by Company, the

payment obligations remain.

(d) Termination

Upon Written Notice. This Agreement will automatically renew for successive six (6) month periods unless the termination is noticed

by either party 30 days prior to such renewal.

(e) Effect

of Termination. Upon any termination or expiration of this Agreement or any Statement of Work, Atlas will cease all Services under

this Agreement or the terminated Statements of Work and each party shall promptly return or destroy all confidential information of the

other party, including all copies, summaries and excerpts thereof, except that each party shall be entitled to retain one copy of all

such information for archival purposes and compliance with such party’s applicable document retention policies. Upon expiration or termination

of this Agreement or a pending Statement of Work, the Company will be liable to pay for Services performed and liabilities properly incurred

prior to expiration or termination.

4. Expenses.

The Company is not responsible for the reasonable and necessary expenses incurred by Atlas in order to perform the Services. If

additional expenses must be incurred in order for Atlas to perform the Services, such as travel, lodging, meals, telephone,

extensive copying, or delivery, Atlas will present documentation for pre-approval by the Company. Any reimbursable expenses, if

incurred, will be invoiced by Atlas to the Company with payment terms of 15 days of receipt.

5. Representations

and Warranties of the Company.

(a) The

Company hereby represents and warrants that it has full power and legal right and authority to execute, deliver, and perform under this

Agreement, and that the officers executing this Agreement on behalf of the Company have full power and authority to do so.

(b) The

Company hereby represents and warrants that this Agreement has been duly authorized by all necessary corporate action, has been duly executed

and delivered by the Company and is enforceable against the Company in accordance with its terms, subject only to the applicable bankruptcy,

insolvency, reorganization or other similar laws relating to or affecting the rights of creditors generally and to principles of equity.

6. Representations

and Warranties of Atlas.

(a) Atlas

hereby represents and warrants that it has the full ability to perform the Services in a competent and professional manner.

(b) Atlas

warrants that it will, with the Company’s perm1ss10n, destroy all documents provided by the Company to Atlas upon Atlas’s digitization

of the documents, unless otherwise requested in writing by the Company and acknowledged by Atlas.

7. Indemnification.

(a) Indemnification

by the Company. The Company shall indemnify, defend and hold harmless Atlas from and against any and all claims, actions or proceedings

(“Claims”) brought by a third party, and all damages, losses, liabilities and expenses (including court costs and reasonable

attorney fees and expenses) (“Liabilities”) incurred by Atlas in connection with such Claims to the extent arising out of or

relating to the Company’s: (i) negligent acts or omissions or willful misconduct; (ii) breach of any covenant, representation, or warranty

of the Company in this Agreement; (iii) failure to comply with any applicable laws, rules, regulations, or guidelines in connection with

the Company’s obligations under this Agreement; or (iv) actual or alleged infringement, misappropriation or violation of any person’s

Intellectual Property Rights. For purposes of this Section, an “Intellectual Property Right” means any patent, copyright, trademark,

trade secret, rights in any mask work, publicity right, moral right or other proprietary or intellectual property right under the laws

of any jurisdiction, whether registered, unregistered, statutory, common law or otherwise, including, without limitation, all registrations

and applications for registration therefor and all renewals and extensions thereof, all goodwill associated therewith, and all benefits,

privileges, rights to sue, recover damages and obtain relief for any past, current or future infringement, misappropriation or violation

of any of the foregoing rights.

(b) Indemnification

by Atlas. Atlas shall indemnify, defend and hold harmless the Company from and against any and all Claims and all Liabilities incurred

by the Company in connection with such Claims to the extent arising out of or relating to Atlas’s: (i) negligent acts or omissions or

willful misconduct; (ii) breach of any covenant, representation, or warranty of Atlas in this Agreement; or (iii) failure to comply with

any applicable laws, rules, regulations, or guidelines in connection with Atlas’s obligations under this Agreement.

8. Independent

Contractor Status. It is expressly understood and agreed that Atlas will always provide the Services hereunder as an independent

contractor of the Company, and that nothing in this Agreement shall be construed to create or imply an agency, partnership, joint venture

or employment relationship between the parties, whatsoever.

9. Non-Solicitation.

During the Term and for one (1) year thereafter, the Company will not encourage or solicit, directly or indirectly, any person who is

providing services to the Company as an employee, consultant or independent contractor of Atlas (“Service Provider”) to reduce

or terminate its, his or her services to Atlas for any reason. As part of this restriction, the Company will not interview or provide,

directly or indirectly, any input to any third party regarding any such Service Provider during the one (1) year period, described above.

10. Disclaimer

of Warranties.

ATLAS MAKES

NO REPRESENTATION OR WARRANTY OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,

ATLAS DISCLAIMS (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ALL IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES. NEITHER ATLAS NOR THIS

AGREEMENT PURPORTS TO PROVIDE, CONSTITUTE OR IMPLY ANY LEGAL OR TAX ADVICE TO COMPANY WHATSOEVER.

11. Limited

Liability.

(a) As

a substantive and significant basis inducing Atlas to enter into this agreement, Company agrees that Atlas has no obligation to independently

verify the accuracy of, and Atlas hereby expressly disclaims any liability that may arise from or relate to any errors or inaccuracies

contained in, information provided by Company in connection with this Agreement, including, without limitation, any information contained

in the Ledgers.

(b) EXCEPT

FOR ANY ACTS OF FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OR THE INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE

TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS,

OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH

THIS AGREEMENT (INCLUDING THE TERMINATION THEREOF), OR ANY SERVICES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT

LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY ACTS

OF FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OR THE INDEMNIFICATION OBLIGATIONS, INNO EVENT WILL EACH PARTY’S TOTAL LIABILITY ARISING

OUT OF OR RELATED TO THIS AGREEMENT OR ANY PRODUCTS EXCEED THE AMOUNT OF FEES PAID BY COMPANY TO ATLAS UNDER THIS AGREEMENT IN THE 12

MONTHS PRIOR TO THE ACCRUAL OF THE FIRST CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION WILL BE GIVEN FULL EFFECT

EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

acknowledges that Atlas has set its fees and entered into this Agreement in reliance on the disclaimers of warranty, disclaimers of liability

and the limitations of liability set forth in this Agreement and that the same form an essential basis of the bargain between the parties.

12. Miscellaneous

Provisions.

(a) Notices.

Any notice, request, demand or other communications required or permitted pursuant to this Agreement shall be in writing and shall be

deemed to have been properly given if delivered in person or by courier or other overnight carrier, by facsimile transmission or by certified

or registered mail, postage prepaid and return receipt requested, to each party hereto at the address indicated below or at any other

address as may be designated from time to time by written notice to each party. Such notice shall be deemed given upon delivery.

If to Atlas:

Atlas Bookkeeping, Inc.

34522 N. Scottsdale Road, Suite 120-170

Scottsdale, AZ 85266

Attn: David Wells

Email: drwells@atlasbook.co

If to Company:

Functional Brands Inc.

6400 SW Rosewood Street

Lake Oswego, OR 97035

Attn: Eric Gripentrog, CEO

Email:

eric.gripentrog@functionalbrandsinc.com

(b) Entire

Agreement. This Agreement, together with the attached schedules and exhibits which are incorporated herein by this reference, constitutes

the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes all prior written or oral agreements,

commitments or understandings with respect to the matters provided for herein, and no modification shall be binding unless set forth in

writing and duly executed by each party hereto.

The waiver by any party to this Agreement of a breach, including a material breach, of any provision of this Agreement shall not be deemed

a continuing waiver or a waiver of any subsequent breach of that or any other provision of this Agreement. No waiver under this Agreement

shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought.

(d) Arbitration:

Waiver of Jury Trial. Any dispute between the parties hereto arising out of or relating to this Agreement or the services rendered

by Atlas to or for Company, both legal and equitable and whether sounding in tort or contract shall be resolved by arbitration before

a mutually agreed upon arbitrator from Judicial Arbitration and Mediation Services (JAMS), as the exclusive and final remedy for such

controversy or dispute. The arbitrator shall issue a written decision setting forth his or her essential findings and conclusions. Said

decision shall be non-appealable. The decision of the arbitrator shall be bound by generally accepted legal principles, including but

not limited to, all rules and legal principles concerning potential liability, burdens of proof, remedies, and measure of damages found

in all applicable Nevada statutes and administrative rules and codes, and all Nevada case law. The prevailing party will be awarded reasonable

attorneys’ fees and costs incurred in such action or proceeding, or in the enforcement of any judgment or award rendered thereon. Reasonable

attorneys’ fees and costs will include, without limitations, the value of the time spent by Atlas’s own attorneys to prosecute or defend

such action or proceeding, with fees calculated at the attorney’s normal hourly rate. In agreeing to this arbitration, both parties understand

and agree that they are knowingly and irrevocably waiving the right to a jury trial and/or appeal as to any issue subject to this arbitration

provision.

(e) Counterparts.

For the convenience of the parties hereto, this Agreement may be executed in one or more counterparts, which shall each be considered

an original.

(f) Severability.

If any provision of this Agreement shall be declared invalid or unenforceable, the remainder of this Agreement will continue in full force

and effect so far as the intent of the parties hereto can be carried out.

(g) Construction.

Should any prov1s10n of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same

shall not be apply a presumption that the terms hereof shall be more strictly construed or strictly against the party who itself or through

its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation hereof.

(h) Equitable

Relief: Cumulative Remedies. The parties agree that damages may be inadequate to compensate for the unique losses to be suffered

in the event of a breach hereof (including violation of any restrictive covenant), and that the damaged party will be entitled, in addition

to any other remedy it may have under this Agreement or at law, to injunctive and other relief, including specific performance of the

terms of this Agreement without the necessity of posting bond. No right or remedy conferred herein is exclusive of any other right or

remedy conferred herein or by law. All such remedies are cumulative of every other right or remedy conferred hereunder or at law or in

equity, by statute or otherwise, and may be exercised concurrently or separately from time to time.

(i) Attorneys’

Fees. In the event that litigation between the parties should be necessary to enforce or interpret the terms of this Agreement,

the prevailing party shall be entitled to recover its reasonable attorneys’ fees.

(j) Governing

Law. This Agreement shall be governed by and construed under the laws of the State of Nevada (irrespective of its choice

of law principles).

COMPANY:

ATLAS:

By:

/s/ Eric Gripentrog

By:

/s/ David Wells

Name:

Eric Gripentrog

Name:

David Wells

Title:

CEO

Title:

Owner

Date:

November 21, 2025

Date:

November 20, 2025

SCHEDULE

Description of Services

CUSTOM PLAN, RECURRING MONTHLY, $13,000

Finance and Administration

● David Wells, Public Company Consultant, reporting to Eric and the Board

● Tariq Rahim, CFO and Director, focused on financial reporting and internal operations

● Abraham Kimelman, Controller

● Two existing accounting staff remain, augmented by Atlas as needed

● Irina Pestrikova and Atlas Bookkeeping, support as needed

The primary areas of focus for each person are as follows:

● David

o Investor Relations including managing ICR, OTB, and other vendors as engaged and activities that are investor focused (conferences, quarterly

calls, road shows).

● Include and engage Eric as needed, periodic reports and updates.

o Market based funding mechanisms (ELOC, ATM when S-3 eligible, transactional lending). Involve Eric

and Board as appropriate.

o Banker and Wall Street after market support, include RoFR with Avi.

o Endeavor Trust Transfer Agent activity (supported by Irina).

o Support communication with lawyers (with Eric) as needed.

o Final review and approvals on all documents filed with SEC

o David will serve as Secretary of the corporation.

o Improve reporting and visibility to Eric with monthly reviews

o Conduct overall review of existing process and systems for continuous improvement recommendations

● Tariq

o Financial projection model and ongoing variance analysis.

o Monthly financial package preparation (numbers from Abraham).

o Maintain shareholder lists, NOBO, etc. and updated Cap Table.

o Responsible for planning and execution of quarterly calls, and AGM.

o System upgrade and integration with Irina, migrate from existing to new platform.

Shopify Plus implementation in Jan, 2026. Consider NetSuite.

o Initial document preparation of 10-Q and 10-K.

o Responsible for all insurance coverages.

● Abraham

o Monthly and quarterly closing of books, including all roll forward schedules.

o Support the auditors (TAAD) for reviews and audits.

o Maintain Option and Warrant schedules, as supported and reviewed by Irina.

o GAAP accounting issues outsourced, as directed by David and Irina.

o Day to Day customer interaction, collections, etc.

o Expect little change from his current Day to Day, however has support of Irina and Atlas.

Our fee of $13,000 assumes that the Company maintains

its existing staff, based on expected growth the staffing appears reasonable, especially while adapting to being public. If existing staff

changes and we are further involved in daily and monthly operations, then the fee would be reconsidered.

Company hereby acknowledges that

Atlas does not render legal or tax advice and has advised the Company that same should be obtained and relied upon.

Company and Atlas agree to periodically review and amend,

if necessary, the Schedule A items.

EX-10.2 — AMENDMENT TO SERVICES AGREEMENT, DATED APRIL 15, 2026, BY AND BETWEEN FUNCTIONAL BRANDS INC. AND ATLAS BOOKKEEPING, LLC

EX-10.2

Filename: ea029192701ex10-2.htm · Sequence: 3

Exhibit 10.2

AMENDMENT

to SERVICES AGREEMENT

This amendment

to the Services Agreement dated November 20, 2025 (this “Amendment”) is entered into as of April 15, 2026, by and

between Functional Brands Inc. a Delaware corporation (the “Company”), with offices (or mailing address) at 6400 SW Rosewood

Street, Lake Oswego, OR 97035 and Atlas Bookkeeping, LLC, a Nevada limited liability corporation (“Atlas”) with offices

at 34522 N. Scottsdale Road, Suite 120-170, Scottsdale, AZ 85266.

The Parties agree to amend the

monthly fee from $13,000 to $18,000 effective as of the date of this Amendment. All other terms of the Agreement remain unchanged.

COMPANY:

ATLAS:

By:

/s/ Eric Gripentrog

By:

/s/ David Wells

Name:

Eric Gripentrog

Name:

David Wells

Title:

CEO

Title:

Owner

Date:

April 27, 2026

Date:

April 27, 2026

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v3.26.1

Cover

May 17, 2026

Cover [Abstract]

Document Type

8-K/A

Amendment Flag

true

Amendment Description

This Amendment No. 1 to the Current Report on

Form 8-K originally filed by Functional Brands Inc. (the “Company”) with the Securities and Exchange Commission on May 20,

2026 (the “Original Form 8-K”) is being filed to amend and supplement the disclosure contained in Item 5.02(c) of the

Original Form 8-K regarding certain compensatory and related party arrangements involving David R. Wells, the Company’s newly appointed

Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and member of the Board of Directors.

The Company is filing this Amendment No. 1 to

disclose the existence of a Services Agreement, dated November 20, 2025, as amended on April 15, 2026, between the Company and Atlas Bookkeeping,

LLC (“Atlas”), an entity owned by Mr. Wells, pursuant to which Atlas has been providing bookkeeping, financial reporting,

investor relations, finance and administrative support services to the Company.

The Original Form 8-K did not disclose the Services

Agreement and related arrangements with Atlas. This Amendment No. 1 is being filed to amend and supplement the Original Form 8-K to include

the disclosure required by Item 404(a) of Regulation S-K and Item 5.02(e) of Form 8-K and to file the Services Agreement and related amendment

as exhibits to this Current Report on Form 8-K/A.

Document Period End Date

May 17, 2026

Entity File Number

001-42936

Entity Registrant Name

FUNCTIONAL BRANDS

INC.

Entity Central Index Key

0001837254

Entity Tax Identification Number

85-4094332

Entity Incorporation, State or Country Code

Entity Address, Address Line One

6400 SW Rosewood Street

Entity Address, City or Town

Lake Oswego

Entity Address, State or Province

Entity Address, Postal Zip Code

97035

City Area Code

800

Local Phone Number

245-8282

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.00001 par value share

Trading Symbol

MEHA

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

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