Form 8-K

8-K — Functional Brands Inc.

Accession: 0001213900-26-045626

Filed: 2026-04-20

Period: 2026-04-17

CIK: 0001837254

SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)

Item: Entry into a Material Definitive Agreement

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 — ea0286974-8k_functional.htm (Primary)

EX-10.1 — FORM OF EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT BETWEEN THE COMPANY AND ERIC GRIPENTROG (ea028697401ex10-1.htm)

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8-K — CURRENT REPORT

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0001837254

2026-04-17

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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): April 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 ☒

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.

The

description in Item 5.02 below, as it relates to the Executive Employment Agreement Amendment No.2 entered into with Mr. Eric

Gripentrog, a copy of which is filed herewith as Exhibit 10.1, is incorporated in this Item 1.01 herein by reference.

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Executive

Employment Agreement Amendment No. 2

April 17, 2026, the Compensation Committee of the Board of Directors of Functional Brands Inc. (the “Company”) approved Amendment

No. 2 (the “Amendment”) to the Executive Employment Agreement, dated as of March 1, 2025, as amended (the “Agreement”),

by and between the Company and Eric Gripentrog, the Chief Executive Officer of the Company, to (i) align the term of the executive’s

employment with the Company’s fiscal calendar year, (ii) clarify that all dollar amounts referenced under the Agreement are stated

in United States dollars and (iii) restate the essential duties and responsibilities of the executive and the consolidated net revenue

targets for bonus determination.

The

foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference

to the full text of the form of Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Form of Executive Employment Agreement Amendment between the Company and Eric Gripentrog

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: April 20, 2026

FUNCTIONAL BRANDS INC.

By:

/s/

Eric Gripentrog

Name:

Eric Gripentrog

Title:

Chief Executive Officer

EX-10.1 — FORM OF EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT BETWEEN THE COMPANY AND ERIC GRIPENTROG

EX-10.1

Filename: ea028697401ex10-1.htm · Sequence: 2

Exhibit 10.1

Amendment

No. 2

Executive

Employment Agreement

This

Amendment No. 2 to the Executive Employment Agreement, dated as of March 1, 2025, between Functional Brands Inc., a Delaware corporation,

and its subsidiaries (the “Company”), and Eric Griptentrog, an individual having an address at 14200 NE Riverbend Drive,

Battle Ground, Washinton 98604 (the “Executive” “) ( as amended prior hereto, the “ Agreement”), is dated

as of April 15, 2026 (the “Amendment”)..

Whereas,

pursuant to the Agreement the Executive was retained by the Company to serve as its Chief Executive Officer (“CEO”);

Whereas,

the Company and the Executive wish to amend the Agreement to (i) align the term of the executive’s employment with the Company’s

fiscal calendar year, (ii) clarify that all dollar amounts referenced under the Agreement are stated in United States dollars and (iii)

restate the essential duties and responsibilities of the Executive and the consolidated net revenue targets for bonus determination.

Whereas,

after review by the Compensation Committee of the Company’s Board of Directors, such Committee determined that this Amendment is

in the best interests of the Company and recommended it be approved by the full Board of Directors; and

Whereas,

the Board of Directors of the Company (with the Executive abstaining from vote) has approved this Amendment.

Now

therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive

agree as follows:

Capitalized terms used herein, but not otherwise defined, shall have the meanings attributed to them in the Agreement.

Section 1.2 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Position

and Term. The Company hereby employs the Executive as CEO of the Company. The term of this Agreement commenced on March 1, 2025

with an original term expiring at midnight December 31, 2025 (the “Term”).The Term automatically renews for twelve months

for each subsequent year commencing January 1, 2026 and unless earlier terminated as provided herein.”

The last sentence of Section 8.3 is hereby deleted in its entirety and replaced with the following: “All dollar figures expressed

in this Agreement are stated in United States dollars.”

Existing Schedule A and Schedule B of the Agreement are deleted in their entirety and replaced with the Schedule A and Schedule B attached

hereto and made part of this Amendment.

All other terms and provisions of the Agreement remain in full force and effect.

Witness Whereof, the parties hereto have executed and delivered this Amendment as of the date first above written.

FUNCTIONAL BRANDS INC.

By:

/s/ Eric Gripentrog

Title:

Chief Executive Officer

ERIC GRIPENTROG

/s/ Eric Gripentrog

Acknowledged:

By:

/s/ Girard Smith

Girard Smith, Chairman Compensation Committee

SCHEDULE

ESSENTIAL

DUTIES AND RESPONSIBILITIES OF THE CHIEF EXECUTIVE OFFICER (“CEO”)

The

Executive's primary duties as CEO of the Company are to create a positive Company culture, build and maintain a senior management team,

develop, implement and execute sound business strategies for the Company and provide general oversight to the management team and staff.

The

responsibility of CEO is to align the Company, internally and externally, with the strategic vision as determined by the Board of Directors

of the Company. The CEO is responsible for the Company's operations, marketing, strategy, financing, creation of Company culture, human

resources, hiring, firing, compliance with safety regulations and applicable laws, including securities laws applicable to the Company,

investor and public relations, etc. Many of these responsibilities will be delegated to management team members and staff or external

service providers.

The

CEO will regularly report, on a timely basis, to the Company’s Board of Directors on the results of both his efforts and the business

and prospects of the Company and make himself available to respond to enquiries of directors.

Main

Duties:

Strategic

Leadership and Business Execution

Executive shall be responsible for leading the overall business strategy, annual operating plan, and day-to-day execution of the

Company’s objectives, including growth initiatives, capital allocation, and operational priorities.

Financial

Oversight and Budget Management

Executive shall oversee the Company’s financial performance, including budgeting, forecasting, cash management, capital raising

activities, and cost controls, and shall work to maximize shareholder value.

Public

Company Compliance and Governance

Executive shall ensure that the Company complies with all applicable securities laws, stock exchange requirements, public company

reporting obligations, and corporate governance standards, including coordination of periodic filings, Board materials, and investor

communications.

Board

and Investor Relations

Executive shall report regularly to the Board of Directors regarding the Company’s performance, strategy, risks, and opportunities,

and shall serve as a primary point of contact with investors, lenders, analysts, and other key stakeholders.

Team

Leadership and Talent Management

Executive shall recruit, develop, supervise, and retain senior management and other personnel, foster a performance-oriented culture,

and ensure that the Company maintains adequate succession planning and organizational structure.

Business

Development and Strategic Partnerships

Executive shall identify, evaluate, and pursue new business opportunities, strategic partnerships, acquisitions, licensing arrangements,

and other initiatives designed to expand the Company’s business and market position.

Other

Duties Assigned by the Board

Executive shall perform such additional duties and responsibilities as may reasonably be assigned by the Board of Directors from

time to time that are consistent with Executive’s position and authority.

SCHEDULE

Annual

Bonus

The

Executive is eligible to receive an annual bonus that is contingent upon meeting the Company's consolidated revenue targets for the year

(“Revenue Targets”). The Company’s Revenue Targets are based on a calendar year, starting from January 1 to December

31, and will be accrued accordingly during the calendar year. The bonus is entirely dependent on achieving the following Revenue Targets.

Revenue

Targets

For

purposes of this Exhibit:

● “Consolidated

Revenue” refers to the net consolidated revenue of the Company as reported in its

annual financial statements.

● Consolidated

Revenue encompasses all income generated by entities that belong to the Company at the time

this Agreement is signed.

will also include revenue from any entities that are acquired or merged with the Company following the signing of this Agreement.

● Revenue

generated from any joint ventures in which the Company or its subsidiaries are involved will

also be counted as part of Consolidated Revenue.

Consolidated

Revenue, as defined above, will be used to measure performance against the Revenue Targets for purposes of determining the Executive’s

annual bonus.

Consolidated Net

Revenue Target

% payout

of Base Salary

Below $7,000,000

50% of bonus payout

$7,000,000 +

100% of bonus payout

$10,000,000 +

150% of bonus payout

$15,000,000 +

200% of bonus payout

All

figures in United States Dollars (USD)

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