Form 8-K

8-K — Functional Brands Inc.

Accession: 0001213900-26-054617

Filed: 2026-05-12

Period: 2026-05-11

CIK: 0001837254

SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0290213-8k_functional.htm (Primary)

EX-10.1 — FORM OF CONVERSION PRICE REDUCTION AND WAIVER AGREEMENT (ea029021301ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0290213-8k_functional.htm · Sequence: 1

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2026-05-11

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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 11, 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 1.01 Entry into a Material Definitive Agreement.

On May 11, 2026, Functional

Brands Inc. (the “Company”) entered into a Conversion Price Reduction and Waiver Agreement (the “Agreement”) with

all of the holders of the Company’s Series C Convertible Preferred Stock.

Pursuant to the Agreement,

the conversion price applicable to the Series C Preferred Stock during the Fixed Conversion Period was reduced to $0.1636 per share of

common stock, the market price of such stock at the time of the execution of the Agreement, replacing the existing tiered conversion prices

and related tier allocation under the Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock filed

with the Secretary of State of the State of Delaware on or about March 12, 2026 (the “Series C Certificate”). The Company

and the holders also waived the prohibition on below-price conversions under the Series C Certificate with respect to conversions at the

reduced conversion price.

The Agreement further provides

that the Company will file an amendment to the Series C Certificate with the Secretary of State of the State of Delaware to conform the

Series C Certificate to the terms of the Agreement. In addition, any unpaid Cash Consideration under the Exchange and Amendment Agreement,

dated March 9, 2026, will be added to and capitalized as additional principal under the applicable holders’ existing exchange notes,

except that such additional principal and any interest thereon will be unsecured.

The foregoing description

of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1

to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Form of Conversion Price Reduction and Waiver Agreement

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-10.1 — FORM OF CONVERSION PRICE REDUCTION AND WAIVER AGREEMENT

EX-10.1

Filename: ea029021301ex10-1.htm · Sequence: 2

Exhibit 10.1

CONVERSION PRICE REDUCTION AND

WAIVER AGREEMENT

This Conversion Price Reduction and

Waiver Agreement (this “Agreement”) is entered into as of May 11, 2026 (the “Effective Date”), by and

among Functional Brands Inc., a Delaware corporation (the “Company”), and each holder identified on the signature pages

hereto (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein

have the meanings ascribed to them in the Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock

filed with the Secretary of State of the State of Delaware on or about March 12, 2026 (the “Series C Certificate”), the

Exchange and Amendment Agreement dated March 9, 2026 (the “Exchange Agreement”), as applicable.

1. Amended

Conversion Price. Effective as of the Effective Date, the conversion price applicable to the Preferred Shares during the Fixed Conversion

Period shall be $0.1636 per share of Common Stock (the “Amended Conversion Price”), replacing and superseding the Tier

1 Fixed Conversion Price, the Tier 2 Fixed Conversion Price, the Tier 3 Fixed Conversion Price, and the Tier Allocation in their entirety.

The number of shares of Common Stock issuable upon any conversion shall equal the Stated Value being converted divided by the Amended

Conversion Price. This obligation is binding and irrevocable upon execution and may not be withdrawn or modified without the prior

written consent of each affected Holder.

2. Waiver

of Below-Price Prohibition. The Company and the Holders hereby mutually waive Section 6(a)(II) of the Series C Certificate (Prohibition

on Below-Price Conversions) in its entirety with respect to conversions at the Amended Conversion Price. A Holder may deliver a Notice

of Conversion at the Amended Conversion Price at any time during the Fixed Conversion Period, regardless of the Closing Sale Price of

the Common Stock on any Trading Day. This waiver shall remain in effect for the duration of the Fixed Conversion Period.

3. Covenant

to File Certificate Amendment. The Company shall, within three (3) Business Days following the Effective Date, file an amendment to

the Series C Certificate with the Secretary of State of the State of Delaware to conform the Series C Certificate to the terms of this

Agreement. Failure to file within such period shall constitute an Event of Default under the Series C Certificate without further notice

or cure. Each Holder hereby authorizes the Company to file such amendment, and such authorization constitutes the Holders’ written consent

for purposes of Section 242 of the Delaware General Corporation Law.

4. SEC

Disclosure. The Company shall file a Current Report on Form 8-K with the Securities and Exchange Commission within 30 minutes of execution

disclosing the material terms of this Agreement. The Company shall not selectively disclose any terms of this Agreement prior to such

filing.

5. Ratification;

Conflict; Governing Law. Except as modified hereby, all Transaction Documents remain in full force and effect. In the event of any

conflict between this Agreement and the Series C Certificate, this Agreement controls until the Series C Certificate is amended to conform

herewith. This Agreement shall be governed by the internal laws of the State of Delaware. This Agreement may be executed in counterparts,

and electronic signatures shall be deemed valid and binding.

6. Add-Back of Cash

Consideration to Exchange Notes. Notwithstanding anything to the contrary in Section 2.8 of the Exchange Agreement or any other

Transaction Document, any Cash Consideration (as defined in the Exchange Agreement) that remains unpaid as of the Effective Date,

whether arising from the the payment due upon effectiveness of the registration statement, or any installment of any shortfall (the

“Outstanding Cash Consideration”), shall, in lieu of payment in cash, be added to and capitalized as additional principal

under each applicable Holder’s existing senior secured convertible promissory note issued pursuant to the Exchange Agreement (each,

an “Exchange Note”), effective as of the Effective Date, in an amount equal to such Holder’s portion of the Outstanding

Cash Consideration (such added amount, the “Add-Back Principal”). Except as expressly set forth in this Section 6, the

Add-Back Principal shall be subject to, and shall constitute principal under, the applicable Exchange Note in accordance with its

terms; provided, however, that, notwithstanding the maturity and conversion terms of the Exchange Note, (i) all then-outstanding

Add-Back Principal, together with any accrued but unpaid interest thereon, shall become due and payable per the terms of the Note,

and (ii) the Add-Back Principal shall be convertible, in whole or in part, at the option of the applicable Holder at any time prior

to the Maturity Date, into shares of Common Stock at conversion price of equal to 100% of the market price the day prior to the

conversion notice.

Notwithstanding the foregoing or

anything to the contrary in the Exchange Note or any related security or collateral document, the Add-Back Principal (and any interest

accruing thereon) shall be unsecured, and shall not be entitled to the benefit of, or be secured by, any lien, security interest, collateral,

or guarantee securing the original principal balance of the Exchange Note or any other Obligations under the Transaction Documents.

SIGNATURE PAGE TO FOLLOW

IN WITNESS WHEREOF, the Parties have executed this Agreement

as of the Effective Date.

FUNCTIONAL BRANDS INC.

By:

/s/ Eric Gripentrog

Name:

Eric Gripentrog

Title:

Chief Executive Officer

HOLDERS:

LEONITE FUND I, LP

By its Manager, Leonite Advisors, LLC

By:

/s/ Avi Geller

Name:

Avi Geller

Title:

Manager

KIPS BAY SELECT LP

By:

/s/ Roman Rogol

Name:

Roman Rogol

Title:

CFO

3I LP

By its General Partner, 3i Management LLC

By:

/s/ Maier Tarlow

Name:

Maier Tarlow

Title:

Manager

FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC

By:

/s/ Eli Fireman

Name:

Eli Fireman

Title:

Managing Member

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