Form 8-K

8-K — Functional Brands Inc.

Accession: 0001213900-26-059096

Filed: 2026-05-19

Period: 2026-05-19

CIK: 0001837254

SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0291376-8k_functional.htm (Primary)

EX-99.1 — LETTER TO SHAREHOLDERS DATED MAY 19, 2026 (ea029137601ex99-1.htm)

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8-K — CURRENT REPORT

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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 19, 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 19, 2026, Functional

Brands Inc. (the “Company”) issued a letter to its stockholders regarding the potential acquisition of certain assets and

intellectual property of BullionFX Ltd. A copy of the letter sent to stockholders is furnished herewith as Exhibit 99.1 to this Current

Report on Form 8-K and is incorporated herein by reference.

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 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Letter to Shareholders dated May 19, 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 19, 2026

FUNCTIONAL BRANDS INC.

By:

/s/ Eric Gripentrog

Name:

Eric Gripentrog

Title:

Chief Executive Officer

EX-99.1 — LETTER TO SHAREHOLDERS DATED MAY 19, 2026

EX-99.1

Filename: ea029137601ex99-1.htm · Sequence: 2

Exhibit 99.1

6400 SW Rosewood Street

Lake Oswego, Oregon 97035

May 19, 2026

Dear Fellow Shareholders,

This year marks an important strategic milestone for Functional Brands

Inc. as we continue evolving our vision for long-term shareholder value creation. While our foundation has been built in wellness, telehealth

and consumer focused innovation, we believe the future of financial infrastructure is being reshaped by blockchain technology, decentralized

finance, and asset-backed digital ecosystems.

Last week we announced a significant step in that direction. Functional

Brands recently entered into a letter of intent to acquire certain assets and intellectual property (the “BullionFX Assets”)

of BullionFX Ltd (“BullionFX”), including its Alchemy platform, a blockchain-based infrastructure enabling on-chain settlement

while maintaining backing in gold holdings, in an all-stock transaction with an expected value of approximately $142.9 million.

This proposed acquisition represents a transformational opportunity

to expand our strategic focus into blockchain-enabled financial infrastructure supported by auditable physical gold reserves.

We believe the acquisition of the BullionFX Assets would be a natural

extension of our core strategy of identifying innovative products and platforms that address emerging consumer needs and create long-term

value for shareholders and that this proposed transaction has the potential to position us at the intersection of traditional stores of

value and next-generation decentralized financial systems.

The BullionFX platform was developed to support a broad ecosystem of

digital financial products and infrastructure, including gold and U.S. dollar-backed stablecoins, decentralized lending and borrowing

protocols, yield-generating products, and interoperability tools designed for blockchain networks such as Ethereum. Importantly, the platform

is designed to bridge blockchain-native finance with traditional financial systems in a way that prioritizes transparency, utility, and

scalability.

As global interest in digital assets continues to mature, we see growing

demand for systems backed by tangible, verifiable assets. Gold has historically served as a trusted store of value across economic cycles,

and we believe combining physical bullion reserves with decentralized finance infrastructure creates a compelling opportunity for innovation

and adoption.

Our objective is not simply to participate in the digital asset economy,

but to help build trusted infrastructure capable of supporting broader institutional and consumer engagement.

By integrating BullionFX’s intellectual property and blockchain

capabilities, we believe Functional Brands can participate in sectors with meaningful long-term potential, including digital payments,

tokenized assets, decentralized financial services, and blockchain-based settlement systems.

At the same time, we recognize that this opportunity comes with important

responsibilities and risks. The digital asset and decentralized finance sectors remain rapidly evolving and subject to regulatory uncertainty,

technological complexity, and market volatility. Successful execution will require disciplined integration, regulatory compliance, infrastructure

development, and continued investment in security and operational excellence.

We approach this opportunity with both optimism and pragmatism.

Our CEO, Eric Gripentrog, recently stated:

“The BullionFX Assets are expected to enable us to grow what

we believe is the most credible bridge between physical gold markets and decentralized finance.”

That vision reflects our broader ambition: to position Functional Brands

as an innovative platform company capable of adapting to major shifts in technology, finance, and consumer behavior.

While the proposed acquisition of the BullionFX Assets remains subject

to our and BullionFX’s good faith efforts to complete due diligence and finalize a definitive agreement, we are excited about the

possibilities ahead and believe this initiative could significantly enhance our long-term strategic positioning.

On behalf of the entire leadership team, thank you for your continued

confidence and support. We remain committed to transparency, disciplined execution, and creating sustainable long-term value for our shareholders.

Sincerely,

The Management Team

Functional Brands Inc.

Cautionary Note Regarding Forward-Looking Statements

This letter and the statements of our management team in connection

with this letter 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 potential acquisition of the BullionFX Assets and the anticipated benefits

to us of the such acquisition) 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 transactions contemplated by such definitive 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 us 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 our stockholders on the expected schedule of the transactions contemplated by the LOI; difficulties and delays in integrating the 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 letter. Potential investors should review our Annual Report on Form 10-K filed with

the U.S. Securities Exchange and Commission (“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.

Additional Information About the Transaction and Where You Can Find

This communication is being made with respect to the potential acquisition

of the BullionFX Assets. To the extent such transaction requires the approval of our stockholders, we intend to file with the SEC a proxy

statement and other relevant documents with respect to a stockholder meeting to obtain such stockholder approval. Any definitive proxy

statement will be sent or given to our stockholders and will contain important information about the transaction and related matters.

INVESTORS AND STOCKHOLDERS ARE URGED TO READ ANY SUCH DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY IN THEIR ENTIRETY

WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT US, THE BULLIONFX ASSETS AND THE POTENTIAL TRANSACTION.

Investors and stockholders may obtain a free copy of any such materials (when available) and other documents filed by us with the SEC

through the website maintained by the SEC at www.sec.gov. In addition, free copies of any such materials will be made available free of

charge through our website at https://www.functionalbrandsinc.com.

Participants in the Solicitation

The Company and its directors, executive officers, and certain employees

and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection

with the transaction described above. Information regarding the persons who may, under the rules of the SEC, be considered to be participants

in the solicitation of our stockholders in connection with the transaction will be set forth in a definitive proxy statement for its stockholder

meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the transaction will

be set forth in the definitive proxy statement when and if it is filed with the SEC in connection with the transaction described above.

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