Form 8-K
8-K — Functional Brands Inc.
Accession: 0001213900-26-074986
Filed: 2026-07-02
Period: 2026-06-30
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 — ea0296918-8k_functional.htm (Primary)
EX-10.1 — FORM OF EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT BETWEEN THE COMPANY AND ERIC GRIPENTROG (ea029691801ex10-1.htm)
EX-10.2 — OPTION AGREEMENT, DATED JUNE 30, 2026 BETWEEN THE COMPANY AND ERIC GRIPENTROG (ea029691801ex10-2.htm)
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8-K — CURRENT REPORT
8-K (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): June 30, 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.
The description in Item 5.02
below, as it relates to the Executive Employment Agreement Amendment 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
On June 30, 2026, the Compensation
Committee of the Board of Directors of Functional Brands Inc. (the “Company”) approved the amendment no. 3 (“Amendment’)
to the Executive Employment Agreement, dated as of March 1, 2025, (the “Employment Agreement”), by and between the Company
and Eric Gripentrog, the Chief Executive Officer of the Company. Pursuant to the Amendment, Section 2.4(a) of the Employment Agreement
was amended to delete the prior provision providing for a performance equity award of restricted stock units in the aggregate value of
$500,000 and to replace such award with a grant of options to purchase 3,500,000 shares of the Company’s common stock, par value
$0.00001 per share (“Common Stock”), under the Company’s 2026 Equity Incentive Plan (“Plan”) and a stock
option award agreement thereunder. The options are designated as incentive stock options, have an exercise price of $0.0055 per share,
a term of ten years from the date of grant, are fully vested and exercisable as of the date of grant, and have a grant-date fair value,
determined using the Black-Scholes option-pricing method, of approximately $14,685.
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.
Option Agreement
On June 30, 2026, the Company
entered into a Stock Option Agreement (“Option Agreement”) with Mr. Gripentrog, pursuant to which the Company granted Mr.
Gripentrog an option to purchase 3,500,000 shares of Common Stock under the Plan. The option has an exercise price of $0.0055 per share,
representing a total exercise price of $19,250.00, and expires on June 29, 2036, subject to earlier expiration under the Plan and the
Option Agreement. The option is fully vested and immediately exercisable with respect to all 3,500,000 shares subject to the option as
of the date of grant and is not subject to any vesting schedule, service-based vesting condition or risk of forfeiture for failure to
vest. The Option Agreement provides that if Mr. Gripentrog ceases to be a service provider for any reason other than death or disability,
he may exercise the vested shares subject to the option within three months after such cessation, but in no event later than the expiration
date.
The foregoing description
of the Option Agreement 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 Option Agreement, a copy of which is attached hereto as Exhibit 10.2, 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
10.2
Option Agreement, dated June 30, 2026 between the Company and Eric Gripentrog
104
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1
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: July 2, 2026
FUNCTIONAL BRANDS INC.
By:
/s/ Eric Gripentrog
Name:
Eric Gripentrog
Title:
Chief Executive Officer
2
EX-10.1 — FORM OF EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT BETWEEN THE COMPANY AND ERIC GRIPENTROG
EX-10.1
Filename: ea029691801ex10-1.htm · Sequence: 2
Exhibit
10.1
Amendment
No. 3
To
Executive
Employment Agreement
This
Amendment No. 3 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 Gripentrog, an individual having an address at 14200 NE Riverbend Drive, Battle
Ground, Washington 98604 (the “Executive”) (as amended prior hereto, the “Agreement”), is dated as of June 29,
2026 (the “Amendment”).
Whereas,
pursuant to the Agreement the Executive was retained by the Company to serve as its Chief Executive Officer (“CEO”);
Whereas,
Section 2.4(a) of the Agreement, as amended by Amendment No. 1 thereto, provides for a performance equity award of restricted stock units
(“RSUs”) in the aggregate value of $500,000;
Whereas,
the Company and the Executive wish to amend the Agreement to remove the RSU award provided under Section 2.4(a) and to replace it with
a grant of options to purchase shares of the Company’s common stock;
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:
1. Capitalized
terms used herein, but not otherwise defined, shall have the meanings attributed to them in the Agreement.
2. Section
2.4(a) of the Agreement, as amended by Amendment No. 1, is hereby deleted in its entirety and replaced with the following:
“(a) A
grant of options to purchase 3,500,000 shares of the Company’s common stock (the “Options”), granted under and subject
to the terms of the Functional Brands Inc. 2026 Equity Incentive Plan (the “Plan”) and a stock option award agreement thereunder.
The Options are designated as incentive stock options within the meaning of Section 422 of the Internal Revenue Code, to the maximum
extent permitted by law. The Options shall have an exercise price of $0.0055 per share, equal to the closing price of the Company’s
common stock on June 29, 2026, the date of grant. The Options shall have a term of ten (10) years from the date of grant, subject to
earlier expiration as provided in the Plan and the applicable award agreement. The Options shall be fully vested and exercisable as of
the date of grant. The grant-date fair value of the Options, determined using the Black-Scholes option-pricing model, is approximately
$14,685.”
3. All
other terms and provisions of the Agreement remain in full force and effect.
In
Witness Whereof, the parties hereto have executed and delivered this Amendment as of the date first above written.
FUNCTIONAL
BRANDS INC.
By:
Title: Chief
Financial Officer
ERIC
GRIPENTROG
Eric
Gripentrog
Acknowledged:
By:
Girard
Smith, Chairman Compensation Committee
EX-10.2 — OPTION AGREEMENT, DATED JUNE 30, 2026 BETWEEN THE COMPANY AND ERIC GRIPENTROG
EX-10.2
Filename: ea029691801ex10-2.htm · Sequence: 3
Exhibit
10.2
FUNCTIONAL
BRANDS INC.
2026
EQUITY INCENTIVE PLAN
NOTICE
OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT
Functional
Brands Inc., a Delaware corporation (the “Company”), hereby grants to the Participant named below (the “Participant”)
an option (the “Option”) to purchase the number of shares of the Company’s Common Stock set forth below, at the exercise
price set forth below, subject to the terms and conditions of the Functional Brands Inc. 2026 Equity Incentive Plan (the “Plan”)
and this Notice of Stock Option Grant and Stock Option Agreement (together, this “Agreement”). Capitalized terms used but
not defined herein have the meanings given to them in the Plan.
NOTICE
OF GRANT
Participant:
Eric Gripentrog
Address:
14200 NE Riverbend Drive,
Battle Ground, Washington 98604
Date of Grant:
June 29, 2026
Vesting:
Fully vested and exercisable
in full as of the Date of Grant
Total Number of Shares
Subject to the Option:
3,500,000 shares of Common
Stock
Exercise Price per Share:
$0.0055 (equal to the Fair
Market Value per Share on the Date of Grant)
Total Exercise Price:
$19,250.00
Type of Option:
Incentive Stock Option
Expiration Date:
June 29, 2036 (10 years
from the Date of Grant), subject to earlier expiration under the Plan and this Agreement
Vesting.
The Option is fully vested and immediately exercisable with respect to all 3,500,000 Shares subject to the Option as of the Date
of Grant. The Option is not subject to any vesting schedule, service-based vesting condition, or risk of forfeiture for failure to vest.
By
signing below, the Participant agrees that the Option is granted under, and governed by, the terms and conditions of the Plan and this
Agreement, acknowledges receipt of a copy of the Plan, and accepts the Option subject to all such terms and conditions.
TERMS
AND CONDITIONS OF STOCK OPTION
1.
Grant of Option. The Company hereby grants to the Participant the Option to purchase the Total Number of Shares set forth in the
Notice of Grant, at the Exercise Price per Share set forth in the Notice of Grant. The Option is granted under and subject to the terms
of the Plan, which is incorporated herein by reference. In the event of any conflict between the terms of the Plan and this Agreement,
the terms of the Plan shall control. The Option is designated as an Incentive Stock Option and is intended to qualify as an incentive
stock option within the meaning of Code Section 422, to the maximum extent permitted by law. Notwithstanding such designation, to the
extent that the aggregate Fair Market Value (determined as of the Date of Grant) of the Shares with respect to which the Option first
becomes exercisable during any calendar year (under the Plan and all other plans of the Company and any Parent or Subsidiary) exceeds
One Hundred Thousand Dollars ($100,000), the portion of the Option in excess of such limit shall be treated as a Non-statutory Stock
Option, as provided in Section 6.3 of the Plan.
2.
Vesting. The Option is fully vested and exercisable with respect to all Shares subject to the Option as of the Date of Grant, and
is not subject to any service-based vesting condition or risk of forfeiture for failure to vest. All Shares subject to the Option are
“Vested Shares” for purposes of this Agreement.
3.
Term and Expiration. The Option may not be exercised after the Expiration Date set forth in the Notice of Grant, which is ten (10)
years from the Date of Grant, and may terminate earlier as provided in the Plan and this Agreement. In no event may the Option be exercised
after the Expiration Date.
4.
Exercise of Option. The Option may be exercised, in whole or in part, only with respect to Vested Shares and only in accordance with
the Plan and this Agreement. The Option shall be deemed exercised when the Company receives (a) a notice of exercise, in a form acceptable
to the Administrator (an “Exercise Notice”), signed by the person entitled to exercise the Option, specifying the number
of Shares as to which the Option is being exercised, and (b) full payment of the aggregate Exercise Price for the Shares being purchased,
together with any applicable tax withholding. The Option may not be exercised for a fraction of a Share.
5.
Method of Payment. Payment of the aggregate Exercise Price may be made by any of the following methods, or a combination thereof,
to the extent authorized by the Administrator and permitted by the Plan and Applicable Laws: (a) cash; (b) check; (c) other Shares having
a Fair Market Value on the date of surrender equal to the aggregate Exercise Price, subject to the conditions in Section 6.5.3 of the
Plan; (d) consideration received by the Company under a cashless exercise program (whether through a broker or otherwise) implemented
by the Company in connection with the Plan; (e) net exercise; or (f) such other consideration and method of payment permitted under the
Plan and Applicable Laws.
6.
Termination of Service. If the Participant ceases to be a Service Provider for any reason other than death or Disability, the Participant
may exercise the Vested Shares within three (3) months after the date of such cessation, but in no event later than the Expiration Date.
If the Participant ceases to be a Service Provider as a result of death or Disability, the Vested Shares may be exercised within six
(6) months after the date of such cessation (by the Participant, or in the case of death, by the Participant’s designated beneficiary
or Legal Representative), but in no event later than the Expiration Date. To the extent the Option is not exercised within the applicable
period, it shall terminate, and the Shares covered thereby shall revert to the Plan.
2
7.
Change in Control; Employment Agreement. The Option is fully vested as of the Date of Grant and is therefore not subject to any vesting
acceleration. In the event of a merger of the Company with or into another corporation or entity or a Change in Control (as defined in
Section 2.6 of the Plan, which includes a change in the ownership of a substantial portion of the Company’s assets), the Option
shall be treated in accordance with Section 15.3 of the Plan. Notwithstanding anything in this Agreement or the Plan to the contrary,
to the extent the Executive Employment Agreement between the Company and the Participant, dated as of March 1, 2025 (as amended, the
“Employment Agreement”), provides for treatment of the Option that is more favorable to the Participant than the treatment
provided under the Plan or this Agreement, the more favorable terms of the Employment Agreement shall govern and control with respect
to the Option.
8.
Non-Transferability. The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent and distribution (including, where available, through a beneficiary designation in accordance
with Section 6.6.4 of the Plan), and may be exercised during the lifetime of the Participant only by the Participant, except as otherwise
determined by the Administrator in accordance with Section 14 of the Plan.
9.
Tax Matters; ISO Treatment; Withholding. The Option is intended to qualify as an Incentive Stock Option under Code Section 422. In
general, the Participant will not recognize ordinary income for regular U.S. federal income tax purposes upon the grant or exercise of
an Incentive Stock Option; however, the excess of the Fair Market Value of the Shares on the date of exercise over the Exercise Price
may constitute an item of adjustment for alternative minimum tax purposes. To retain Incentive Stock Option treatment, the Option generally
must be exercised no later than three (3) months following the cessation of the Participant’s employment (twelve (12) months in
the case of cessation due to death or Disability). If the Option is exercised after such period, or if the Participant disposes of the
Shares acquired upon exercise within two (2) years after the Date of Grant or within one (1) year after the date of exercise (a “Disqualifying
Disposition”), the Option (or the relevant portion thereof) will be treated as a Non-statutory Stock Option and the Participant
generally will recognize ordinary income. The Participant agrees to promptly notify the Company in writing of any Disqualifying Disposition.
The Participant is solely responsible for all taxes arising in connection with the Option and, as a condition to exercise and issuance
of Shares, shall satisfy all applicable tax withholding obligations in a manner permitted under Section 16 of the Plan.
10.
Section 409A. The Option is intended to be exempt from, or to comply with, Section 409A, and this Agreement shall be interpreted
accordingly, as further provided in Section 12 of the Plan. Notwithstanding the foregoing, the Company makes no representation that the
Option complies with or is exempt from Section 409A and shall have no liability to the Participant for any taxes, penalties, or interest
imposed under Section 409A.
11.
No Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to any Shares subject
to the Option (including any right to vote or to receive dividends) until such Shares are issued upon exercise of the Option, except
as provided in Section 15 of the Plan.
12.
No Effect on Service. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue as a Service
Provider, or interfere with or restrict in any way the rights of the Company, which rights are hereby expressly reserved, to terminate
the Participant’s relationship as a Service Provider at any time, with or without cause, subject to the terms of the Employment
Agreement.
3
13.
Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of the Option unless the exercise and the
issuance and delivery of such Shares comply with Applicable Laws, as provided in Sections 21 and 22 of the Plan. As a condition to exercise,
the Company may require the Participant to make such representations and warranties, including investment representations, as the Company’s
counsel may deem necessary or advisable.
14.
Adjustments. The number of Shares subject to the Option and the Exercise Price are subject to adjustment in accordance with Section
15 of the Plan.
15.
Clawback. The Option and any Shares or proceeds received in respect thereof shall be subject to reduction, cancellation, forfeiture,
recoupment, reimbursement, or reacquisition under the Clawback Policy and Section 24 of the Plan, and as otherwise required by Applicable
Laws.
16.
Administration. The Option and this Agreement shall be administered by, and are subject to the determinations of, the Administrator,
whose decisions, determinations, and interpretations shall be final and binding as provided in Section 4 of the Plan.
17.
Entire Agreement; Governing Law. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to
the subject matter hereof, except for the Employment Agreement to the extent expressly provided in Section 7. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of laws provisions.
18.
Miscellaneous. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together
shall constitute one instrument. Delivery of an executed counterpart by electronic means shall be effective as delivery of an original.
Any notice under this Agreement shall be given in the manner provided in, or as otherwise determined by the Administrator under, the
Plan. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the
Participant and the Participant’s permitted heirs and Legal Representatives.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Date of Grant.
FUNCTIONAL
BRANDS INC.
By:
/s/ David R. Wells
Name:
David
R. Wells
Title:
Chief
Financial Officer
PARTICIPANT
/s/ Eric
Gripentrog
Eric
Gripentrog
4
EXHIBIT
A
EXERCISE
NOTICE
Functional
Brands Inc.
Attn:
Corporate Secretary
6400
SW Rosewood Street, Lake Oswego, Oregon 97035
1.
Exercise of Option. Effective as of the date set forth below, the undersigned (the “Participant”) hereby elects to exercise
the Participant’s option (the “Option”) to purchase ______________ shares of Common Stock (the “Shares”)
of Functional Brands Inc. (the “Company”) under and pursuant to the Functional Brands Inc. 2026 Equity Incentive Plan and
the Notice of Stock Option Grant and Stock Option Agreement dated June 29, 2026 (the “Agreement”).
2.
Delivery of Payment. The Participant herewith delivers to the Company the full Exercise Price for the Shares, in the amount of $______________,
together with all applicable tax withholding, by a method permitted under the Agreement and the Plan.
3.
Representations. The Participant acknowledges and agrees that the Shares are subject to the terms of the Plan and the Agreement,
and makes such representations and warranties as may be required thereunder, including any investment representations requested by the
Company.
Submitted
by PARTICIPANT:
__________________________________
Eric
Gripentrog
Date:
____________________________
5
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Local phone number for entity.
+ References
No definition available.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
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- Definition
Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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Trading symbol of an instrument as listed on an exchange.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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