Form 8-K

8-K — Functional Brands Inc.

Accession: 0001213900-26-061761

Filed: 2026-05-28

Period: 2026-05-27

CIK: 0001837254

SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0292432-8k_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 27, 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 7.01. Regulation FD Disclosure.

On May 27, 2026, Functional

Brands Inc. (the “Company”) issued a press release announcing the adjournment of the Special Meeting (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.

On May 28, 2026, Functional

Brands Inc. held its Special Meeting of Stockholders (the “Special Meeting”). As of the time the Special Meeting was convened,

there were not sufficient shares present, in person or by proxy, to constitute a quorum under the Company’s bylaws.

Accordingly, the Special Meeting

was adjourned until 10:00 a.m. Pacific Time, 1:00 p.m. Eastern Time, on Monday, June 1, 2026, virtually via webcast, to permit additional

time for the Company to solicit additional proxies and to achieve the required quorum for the transaction of business.

No changes have been made

to the proposals to be voted on at the Special Meeting. Stockholders of record as of April 16, 2026, the original record date, will continue

to be entitled to vote at the reconvened Special Meeting.

The Company strongly encourages

any eligible stockholder that has not yet voted their shares or provided voting instructions to their broker or other record holder to

do so promptly.

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. Forward-looking statements include, without limitation, statements regarding the reconvening of the Special Meeting,

the Company’s ability to achieve the required quorum, and the outcome of the proposals to be voted on at the Special Meeting. Words like

"believes," "expects," "anticipates," "intends," "may," "will," "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. These forward-looking statements are based on management’s current expectations

and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described

in the forward-looking statements. Such risks and uncertainties include, without limitation, the risk that the Company will be unable

to obtain the required quorum or stockholder approval at the reconvened Special Meeting, uncertainties relating to the proxy solicitation

process, and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including its

Annual Report on Form 10-K and other periodic reports. 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 27, 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 28, 2026

FUNCTIONAL BRANDS INC.

By:

/s/ Eric Gripentrog

Name:

Eric Gripentrog

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED MAY 27, 2026

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Exhibit 99.1

Functional Brands Announces Adjournment of Special

Meeting of Stockholders

Scheduled to Reconvene on June 1, 2026

Lake Oswego, OR – (May 27, 2026) – Functional Brands

Inc. (NASDAQ: MEHA), a leading innovator in wellness and performance products, today announced that the Company’s Special Meeting

of Stockholders (the “Special Meeting”) scheduled to be held on May 28, 2026 at 1:00 p.m. Eastern Time has been adjourned

to Monday, June 1, 2026 at 10:00 a.m. Pacific Time. The meeting is being conducted virtually via webcast.

No changes have been made to the proposals to be voted on by stockholders

at the Special Meeting. The Company’s proxy statement and any other materials filed by the Company with the SEC can be obtained free of

charge at the SEC’s website at www.sec.gov.

The record date for the adjourned Special Meeting continues to be April

16, 2026. No action is required by any stockholder who has previously delivered a proxy and who does not wish to revoke or change that

proxy.

The Company strongly encourages any eligible stockholder that has not

yet voted their shares, or provided voting instructions to their broker or other record holder, to do so promptly. For questions relating

to the voting of shares or to request additional or misplaced proxy voting materials, please contact the Company’s proxy solicitor:

Lioness Consulting LLC at 1-877-672-7073.

About Functional Brands Inc.

Functional

Brands Inc. (NASDAQ: MEHA) is a leading innovator in wellness and performance products dedicated to Making Everyone Healthy Again™.

The Company’s portfolio includes Kirkman®, one of the most trusted names in nutritional supplements for over 75 years with

products available in more than 35 countries; P2i™ by Kirkman® Prenatal Multivitamin & Multimineral, the first prenatal

supplement to align with FIGO standards and comply with California SB 646; and Tru2u.health, a consumer-facing telehealth and wellness

platform. Functional Brands operates an FDA-registered, cGMP-compliant manufacturing facility in Oregon. For more information, visit

www.functionalbrandsinc.com and www.kirkmangroup.com, and www.Tru2u.health

Investor Relations Contact:

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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