Functional Brands Inc.

8-K · ea0293095-8k_functional.htm iXBRL

0001837254

 2026-06-01
 2026-06-01

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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):
 June 1, 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, including
zip code)

  

 Registrant’s telephone number, including
area code: (800) 245-8282

  

 Not Applicable

 (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, par value $0.00001 per 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 5.07. Submission of Matters to a Vote of Security Holders.  

  

 At the reconvened Special
Meeting of Stockholders (the “Special Meeting”) of Functional Brands Inc. (the “Company”) held on June 1, 2026,
of the Company’s 21,912,868 shares of common stock issued and outstanding and eligible to vote as of the record date of April 16,
2026, a quorum of 7,874,310 shares, or approximately 35.93% of the eligible shares, was present or represented by proxy. Each of the matters
set forth below is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission
on April 27, 2026 (the “Proxy Statement”). The following actions were taken at the Special Meeting:

  

 Proposal No. 1: Approval of an Amendment to
the Company’s Certificate of Incorporation to Effect a Reverse Stock Split

  

 To
approve the fifth amendment to the Company’s Certificate of Incorporation, as amended, in the form attached to the Proxy Statement
as Annex A, to, at the discretion of our Board of Directors (the “Board”), effect a reverse stock split of our issued
and outstanding shares of common stock, par value $0.00001 per share (the “Common Stock”), at any time prior to the one-year
anniversary date of the Special Meeting, at a ratio, ranging from one-for-two (1:2) to one-for-two hundred fifty (1:250), with the exact
ratio to be set within that range at the discretion of the Board without further approval or authorization of our stockholders. The vote
on the proposal was as follows:

  

 FOR
  
 AGAINST
  
 ABSTAIN
  
 BROKER NON-VOTE

 4,492,117
  
 3,361,162
  
 21,031
  
 n/a

  

 The proposal was approved
by a majority of the votes cast.

  

 Proposal No. 2: Approval of the Functional Brands Inc. 2026 Equity
Incentive Plan

  

 The second proposal was the
approval of the Functional Brands Inc. 2026 Equity Incentive Plan. The vote on the proposal was as follows:

  

 FOR
  
 AGAINST
  
 ABSTAIN
  
 BROKER NON-VOTE

 4,613,683
  
 1,527,837
  
 58,670
  
 1,732,790

  

 Proposal No. 2 was approved
by a majority of the votes cast.

  

 1

  

  

 SIGNATURE

  

 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.

  

 Dated: June 1, 2026

  

  
 FUNCTIONAL BRANDS INC.

  
  
  

  
 By:
 /s/ Eric Gripentrog

  
  
 Name:
 Eric Gripentrog

  
  
 Title:
 Chief Executive Officer

  

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