Form 8-K

8-K — Functional Brands Inc.

Accession: 0001213900-26-054195

Filed: 2026-05-11

Period: 2026-05-09

CIK: 0001837254

SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0290040-8k_functional.htm (Primary)

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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 9, 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

7.01. Regulation FD Disclosure.

May 11, 2026, Functional Brands Inc. (the “Company”) issued a press release announcing the entry into the LOI (as defined

below), which is furnished herewith as Exhibit 99.1 and incorporated by reference into this Item 7.01 by reference in its entirety.

The

information in this Item 7.01, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities of that Section. The information in this Item 7.01 shall not be incorporated into any filing pursuant to the Securities Act

of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item

8.01. Other Events.

May 9, 2026, the Company entered into a letter of intent (the “LOI”) with BullionFX Ltd (the “Seller”) to purchase

certain assets and intellectual property of the Seller, including its Alchemy product, a blockchain-based infrastructure enabling on-chain

settlement while maintaining backing in gold holdings (the “FX Assets”), in exchange for preferred stock in the Company (the

“Preferred Stock Shares”) with an expected value of $142,900,000 (the “Proposed Transaction”). The Preferred

Stock Shares are expected to automatically convert into shares of the Company’s common stock, par value $0.00001 (the “Common

Stock”), upon approval of such conversion by the Company’s shareholders in accordance with the rules and requirements of

the Nasdaq Stock Market LLC (“Nasdaq”) at a duly called meeting of stockholders (“Stockholder Approval”). Pursuant

to the LOI, the Company and the Seller agreed to use good faith efforts to finalize and complete a definitive agreement in respect of

the Proposed Transaction (“Definitive Agreement”), including determining the final terms of the designation of the Preferred

Stock Shares and other customary documentation.

The

LOI contains binding provisions regarding exclusivity and due diligence, confidentiality, and expenses. The LOI provides a due diligence

period from the date of the LOI until the earlier of entry into a Definitive Agreement or May 31, 2026 (the “Due Diligence Period”),

which will allow the Company to further evaluate the FX Assets. The remaining provisions of the LOI are non-binding and reflect the parties’

intent to proceed in good faith to consummate the Proposed Transaction. Contemplated conditions precedent to the Proposed Transaction

include negotiation of, and entry into, a mutually acceptable Definitive Agreement, completion of satisfactory due diligence, the Company’s

receipt of a satisfactory valuation report in respect of the FX Assets, receipt of any required approval by Nasdaq of the terms of the

Proposed Transaction, and other customary closing conditions.

The

LOI will automatically terminate and be of no further force and effect upon the earlier of: (a) execution of the Definitive Agreement,

(b) mutual agreement of the Company and the Seller to terminate the LOI, (c) written notice by either the Company or the Seller to not

move forward with the Transaction following the Due Diligence Period; or (d) June 15, 2026.

Forward

Looking Statements

This

report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act 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, although not all forward-looking statements contain these words. There is no assurance

that the parties will successfully negotiate and enter into a Definitive Agreement. The terms and conditions of any Definitive Agreement,

if reached, may differ materially from those contemplated in the LOI and described above. Furthermore, even if a Definitive Agreement

is executed, there is no guarantee that the Proposed Transaction will be consummated on the terms or timeframe currently anticipated,

or at all. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of

what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from

what the Company expects or believes. Some of the factors that could cause the Company’s actual results to differ materially from

its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of its reports filed

with the Securities and Exchange Commission, which include, without limitation, the Company’s ability to successfully negotiate

a Definitive Agreement and consummate the Proposed Transaction, expectations regarding the valuation of the FX Assets, the Company’s

ability to successfully achieve the anticipated benefits of the Proposed Transaction, the risk that disruptions will occur from the LOI

that will harm the Company’s business; and any disruptions or threatened disruptions to relationships with the Company’s

distributors, suppliers, customers and employees. All forward-looking statements speak only as of the date on which they are

made and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information,

future events or otherwise.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release dated May 11, 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 11, 2026

FUNCTIONAL BRANDS INC.

By:

/s/

Eric Gripentrog

Name:

Eric Gripentrog

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED MAY 11, 2026

EX-99.1

Filename: ea029004001ex99-1.htm · Sequence: 2

Exhibit 99.1

Functional

Brands Inc. Signs Binding Letter of Intent for the Acquisition of the Assets of BullionFX | Alchemy for $142.9 million

Strategic acquisition of BullionFX | Alchemy

assets is expected to position MEHA to develop a decentralized gold-backed financial ecosystem anchored by an auditable physical gold

infrastructure

Lake Oswego, OR — May 11, 2026 —

Functional Brands Inc. (NASDAQ: MEHA), (the “Company”), a leading innovator in wellness and performance products, today

announced it has executed a binding Letter of Intent (“LOI”) to acquire the assets of BullionFX, including its core product

Alchemy (collectively, the “BullionFX Assets”), in an all-stock transaction valued at approximately $142.9 million.

The transaction contemplated by the LOI

represents a strategic asset acquisition that is expected to provide the Company with access to technology, infrastructure and

intellectual property associated with the BullionFX Assets, a blockchain-based financial ecosystem designed around auditable

physical gold. Upon closing and operationalization, the BullionFX Assets are expected to support the development of products and

infrastructure intended to enable retail and institutional users to access gold-linked digital financial applications, including

payments, above-market yield and decentralized finance functionalities.

The BullionFX Assets also include technology designed

to facilitate interoperability between traditional financial systems and blockchain-based networks, including infrastructure developed

on Ethereum. The acquisition of the BullionFX Assets is a natural extension of Functional Brands’ core strategy of identifying innovative

products and platforms that address emerging consumer needs and create long-term value for shareholders.

The BullionFX Assets offer a comprehensive DeFi

ecosystem in which every unit of digital value is directly tied to auditable physical gold held by independent custodians. The platform’s

architecture supports gold and USD backed stablecoins, lending and borrowing protocols, yield products, and cross-chain interoperability;

all underpinned by real-time attestation of gold reserves through third-party institutional grade audit mechanisms.

“This transaction will be transformational

for Functional Brands and our shareholders,” said Eric Gripentrog, CEO of Functional Brands Inc. “The BullionFX Assets are

expected to enable us to create what we believe is the most credible bridge between physical gold markets and decentralized finance. A

fully auditable, real collateral with a protocol designed for institutional and retail participants alike. We are proud to formalize our

commitment to bring this ecosystem into the public markets.”

Stephen Moss, creator and developer of the

BullionFX Assets commented, “Bringing Alchemy to the Nasdaq will provide market access and institutional credibility our

platform needs to accelerate its mission: delivering a stable, transparent financial ecosystem to retail users while bridging

traditional and decentralized financial products. This convergence allows institutions to offer competitive products that the

traditional sector alone cannot provide, as we enter a new era of financial innovation. We look forward to working with the MEHA

management team to utilize the BullionFX Assets to launch a number of leading institutional products — including high-yielding

exchange-traded funds denominated in gold and USD, and a USD stablecoin backed by physical gold, free from the counterparty risk

inherent in holding USD within the centralized banking system..”

Simon Rahme, co-creator and developer expanded, “Every major

financial ecosystem requires a stable foundation. Blockchain has had the infrastructure — what it has lacked is the right asset

to build on. Alchemy's blockchain has been built to run on $GOLD — physical metal, vaulted and audited — giving developers

and institutions a settlement layer with five thousand years of monetary validation behind it.”

Under the terms of the binding LOI, the parties

have agreed to work expeditiously toward definitive agreements, with final terms subject to completion of due diligence, regulatory review,

approval by the respective boards of directors and other customary closing conditions. The $142.9 million valuation reflects BullionFX’s

technology infrastructure and early projected revenue from its suite of decentralized financial products.

About Functional Brands Inc. (NASDAQ: MEHA)

Functional Brands Inc. (NASDAQ: MEHA) is a health

and wellness company dedicated to delivering innovative, evidence-based therapeutic solutions through its proprietary digital platform,

Tru2u.health. The Company’s mission is to make clinically meaningful health optimization accessible, personalized, and scalable

for every member. Functional Brands develops and distributes a curated portfolio of functional health products, peptide therapies, and

telehealth services designed to support metabolic health, longevity, and overall wellbeing.

Contacts:

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.

Important factors that may cause actual results

and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the ability of

the parties to negotiate final terms of a definitive acquisition agreement, the closing of the contemplated asset purchase agreement,

including expected conditions to closing which are anticipated to include regulatory approvals, valuations, and future shareholder approvals;

the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the Company or BullionFX

(collectively, the “LOI Parties”) to terminate the LOI agreement; the effect of such termination; the outcome of any legal

proceedings that may be instituted against LOI Parties or their respective directors or officers; the ability to obtain regulatory and

other approvals and meet other closing conditions for the asset acquisition on a timely basis or at all, including the risk that any regulatory

and other approvals required may not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated

or that could adversely affect the combined company or the expected benefits of the transaction; the ability to obtain any necessary approval

by the Company’s stockholders on the expected schedule of the transactions contemplated by the LOI; difficulties and delays in integrating

BullionFX’s assets in the Company; prevailing economic, market, regulatory or business conditions, or changes in such conditions,

negatively affecting the parties; potential adverse reactions or changes to business relationships resulting from the announcement of

the LOI and future expected acquisition; uncertainty as to the long-term value of the common stock of the Company following the acquisition;

the significant dilution to the Company’s stockholder in connection with the acquisition; the continued availability of capital

and financing following the potential acquisition transaction; the business, economic and political conditions in the markets in which

the LOI Parties operate; and the fact that the Company’s reported earnings and financial position may be adversely affected by tax

and other factors.

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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