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Form 8-K

sec.gov

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)

Filename: ea0296918-8k_functional.htm · Sequence: 1

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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

Cover Page Interactive Data File (Embedded within the Inline XBRL document)

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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- Definition

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

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

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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Namespace Prefix:

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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 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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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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