Form 8-K

8-K — Functional Brands Inc.

Accession: 0001213900-26-036079

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001837254

SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0283910-8k_functional.htm (Primary)

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0001837254

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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): March 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 2.02. Results of Operations and Financial Condition.

On March 30, 2026, Functional Brands, Inc. (the

“Company”), issued a press release regarding the Company’s financial results for its fourth fiscal quarter and fiscal

year ended December 31, 2025, and certain recent corporate developments. A copy of the Company’s press release is attached hereto

as Exhibit 99.1.

The information under this Item 2.02 is being

furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed

incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange

Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Description Press Release dated March 30, 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: March 30, 2026

Functional Brands Inc.

By:

/s/ Eric Gripentrog

Name:

Eric Gripentrog

Title:

Chief Executive Officer

EX-99.1 — DESCRIPTION PRESS RELEASE DATED MARCH 30, 2026

EX-99.1

Filename: ea028391001ex99-1.htm · Sequence: 2

Exhibit 99.1

Functional Brands Announces Fourth Quarter and

Full-Year 2025 Financial Results

Fourth quarter net income improved to $0.9 million

compared to a net loss of $0.3 million in the prior year period

Lake Oswego, OR – (March 30, 2026) – Functional

Brands Inc. (NASDAQ: MEHA), a leading innovator in wellness and performance products, today announced financial results for the fourth

quarter and full-year ended December 31, 2025.

Fourth Quarter 2025 highlights

● Revenue of $1.50 million compared to $1.68 million in the prior year period, a decrease of approximately 11.0%. This decrease was

primarily due to the shift in our Amazon business model from a reseller model to a direct-to-consumer approach through our own Amazon

Seller’s Central account.

● Gross profit was $0.67 million compared to $0.99 million in the prior year period. Gross margin of 44.9% was down 1400 basis points

versus the prior year period due to changes in the Amazon business model and inventory adjustments related to our transition out of the

hemp business.

● Net income of $0.9 million or $0.01 per diluted share compared to a net loss of $0.3 million and $(0.08) per diluted share in the

prior year period.

Full Year 2025 highlights

● Revenue of $6.61 million compared to $6.57 million in the prior year, an increase of approximately 0.7%, reflecting the inherent stability

of the Kirkman business.

● Gross profit was $3.48 million compared to $3.61 million in the prior year. Gross margin of 52.7% was down 220 basis points versus

the prior year due to inventory adjustments related to our transition out of the hemp business.

● Net income of $0.8 million or $0.01 per diluted share compared to a net loss of $0.6 million and $(0.08) per diluted share in the

prior year.

“We were pleased to deliver another year of strong bottom-line

results as we continue to transform our business model,” said Eric Gripentrog, CEO of Functional Brands Inc. “Over the past

several months, we’ve executed a series of key initiatives that mark a pivotal period in the Company’s evolution and establish

a strong foundation for sustainable, profitable growth in the future. We achieved significant strategic breakthroughs that differentiate

us in the marketplace and demonstrate our commitment to innovation across multiple fronts.

“In February, we launched Tru2u.health, our comprehensive digital

health platform that integrates peptide solutions, GLP-1-based weight management programs, board-certified telehealth support, and clean

supplements into a seamless consumer experience, providing us with a scalable, digitally native growth engine. We also expanded our Kirkman

brand portfolio with two innovative product bundles - our Skin, Beauty & Anti-Aging Bundle in December and our Detox Aid Bundle in

January. Additionally, we forged a strategic partnership with iHerb to make P2i by Kirkman available to international consumers across

Asia, Europe, the Middle East, and Latin America, dramatically expanding our addressable market for the world’s cleanest prenatal vitamin.

These accomplishments demonstrate strong execution against our strategic goals and underscore our commitment to our mission of ‘Making

Everyone Healthy Again’.”

About Functional Brands Inc.

Functional

Brands Inc. is a health and wellness company focused on acquiring and growing science-based consumer brands. With a portfolio that includes

trusted names like Kirkman®, P2i by Kirkman®, Tru2u.Health™; Functional Brands is committed to providing high-quality,

effective solutions that support healthier lives.

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.

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.

FUNCTIONAL BRANDS INC.

CONSOLIDATED BALANCE SHEETS (AUDITED)

(In U.S. dollars, except share data or otherwise

noted)

December 31,

2025

December 31,

2024

Assets

Current assets:

Cash

$ 2,726,696

$ 211,642

Accounts receivable, net

518,474

303,471

Inventories, net

1,549,511

1,709,458

Prepaid expenses and other current assets

392,999

45,112

Deferred offering costs

588,641

Total current assets

5,187,680

2,858,324

Noncurrent assets:

Property and equipment, net

37,379

49,564

Right-of-use assets, net

1,667,693

2,000,092

Intangible assets, net

1,397,411

1,443,541

Goodwill

818,139

Total non-current assets

3,920,622

4,311,336

Total assets

$ 9,108,302

$ 7,169,660

Liabilities and stockholders’ equity / (deficit)

Current liabilities:

Accounts payable and accrued liabilities

$ 1,554,243

$ 1,956,165

Line of credit

8,109

32,235

SBA loan, current

3,595

3,436

Lease liabilities, current

371,272

291,213

Other current liabilities

41,828

35,332

Derivative liabilities

3,306,745

Payable for acquisition, current

2,342,366

Loans payable (related party), current

61,642

370,703

Loans payable

402,650

171,500

Total current liabilities

5,750,084

5,202,950

Non-current liabilities:

Lease liabilities, net of current

1,435,505

1,844,819

SBA loan, net of current

136,873

140,468

Loan payable (related party), net of current

244,509

Convertible debenture

100,000

Total non-current liabilities

1,816,887

2,085,287

Total liabilities

7,566,971

7,288,237

Stockholders’ equity / (deficit)

Series A Preferred stock, par value $0.001 stated value $100, 100,000 and 0 shares authorized as of December 31, 2025 and 2024; 87,445 and 0 shares issued and outstanding, respectively

Series B Preferred stock, par value $0.001 stated value $100, 80,000 and 0 shares authorized as of December 2025 and 2024; 28,475 shares issued and 0 outstanding, respectively

Common stock, par value $0.00001, 220,000,000 shares authorized; 18,704,649 and 6,694,880 shares issued and outstanding at December 31, 2025 and 2024

187

Additional paid-in capital

8,522,354

7,542,286

Accumulated deficit

(6,981,325 )

(7,660,930 )

Total stockholders’ equity / (deficit)

1,541,331

(118,577 )

Total liabilities and stockholders’ equity / (deficit)

$ 9,108,302

$ 7,169,660

FUNCTIONAL BRANDS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In U.S. dollars, except share data or otherwise

noted)

(UNAUDITED)

Three Months Ended

December 31,

(AUDITED)

Year Ended

December 31,

2025

2024

2025

2024

Revenue, net of returns

1,494,521

1,680,096

6,611,484

6,566,455

Cost of goods sold

823,766

690,623

3,127,518

2,959,609

Gross profit

670,755

989,473

3,483,966

3,606,846

Operating expenses

Sales and marketing

169,869

121,601

632,414

576,315

General and administrative expenses

1,633,636

1,003,619

4,250,124

3,259,623

Total operating expenses

1,803,505

1,125,220

4,882,538

3,835,938

Operating income / (loss)

(1,132,750

)

(135,747

)

(1,398,572

)

(229.092

)

Interest expense

(80,982

)

(142,284

)

(402,398

)

(331.836

)

Other income – ERTC refund

419,947

Other income

112

Interest income

1,352

281

74,696

1,572

Change in fair value of derivative liabilities

7,358,935

Loss on issuance of preferred stock derivative liability

(5,294,242

)

(5,294,242

)

Total other income / (expenses)

1,985,063

(142,003

)

2,157,050

(330.264

)

Net income / (loss)

852,313

(277,750

)

758,478

(559,356

)

Net income (loss) per share of common stock attributable to common stockholders

Basic

0.08

(0.08

)

0.08

(0.08

)

Diluted

0.01

(0.08

)

0.01

(0.08

)

Weighted average shares used in computing net loss per share of common stock

Basic

8,241,266

6,694,880

8,241,266

6,694,880

Diluted

85,120,861

6,694,880

85,120,861

6,694,880

FUNCTIONAL BRANDS INC.

CONSOLIDATED STATEMENTS OF CASH FLOW (AUDITED)

(In U.S. dollars, except share data or otherwise

noted)

Year Ended

December 31,

2025

2024

Cash flows from operating activities:

Net income (loss)

$ 758,478

$ (559,356 )

Reconcile net income (loss) to cash (used in) provided by operating activities

Allowance for doubtful accounts receivable

(3,796 )

(32,491 )

Allowance for inventory obsolescence

53,855

(14,206 )

Depreciation of property and equipment

20,698

48,371

Amortization of right-of-use assets

332,399

306,935

Amortization of intangible assets

46,130

Financing expense on warrant issuance

45,413

Stock-based compensation

543,068

414,900

Change in fair value of derivative liabilities

(7,358,935 )

Loss on issuance of preferred stock of derivative liabilities

5,294,242

Issuance of shares for note extension

80,500

Issuance of common stock for convertible debenture

122,331

Issuance of shares for financing expense

50,629

Changes in operating assets and liabilities:

Accounts receivable

(211,207 )

(100,042 )

Inventories

106,092

(1,233 )

Prepaid expenses and other current assets

(347,887 )

27,329

Accounts payable and accrued liabilities

(480,795 )

132,161

Other current liabilities

6,496

(5,493 )

Lease liabilities

(329,255 )

(261,015 )

Net cash (used in) provided by operating activities

(1,271,544 )

1,990

Cash flows from investing activities:

Purchase of property and equipment

(8,513 )

(1,881 )

Net cash used in investing activities:

(8,513 )

(1,881 )

Cash flows from financing activities:

Deferred offering costs

(1,721,228 )

(163,125 )

Proceeds from loans

489,324

301,500

Payments for payable for acquisition

(2,342,366 )

(255,002 )

Proceeds from debt facilities

99,733

180,662

Repayment of loans

(422,727 )

(6,931 )

Proceeds from issuance of preferred stock

8,000,000

Buyback of preferred stock

(180,330 )

Line of credit repayment

(123,859 )

(216,742 )

SBA loan repayment

(3,436 )

(3,264 )

Net cash provided by (used in) financing activities

3,795,111

(162,902 )

Increase (decrease) in cash

2,515,054

(162,793 )

Cash beginning of period

211,642

374,435

Cash, end of period

$ 2,726,696

$ 211,642

Supplemental disclosures of cash flow information

Cash paid for interest

$ 401,411

$ 224,428

Non-cash investing and financing activities

Recognition of derivative liability of preferred stock

$ 13,294,242

$ -

Conversion of preferred stock resulting in a non-cash reduction of the derivative liability recorded to APIC

2,628,242

Fair value adjustment decreasing derivative liability

7,358,935

Change in Preferred Stock

115

Conversion of preferred stock

112

Deferred offering costs

(2,309,869 )

Declaration of preferred stock dividend recorded as an increase in accrued liabilities

78,873

Common stock issued for convertible note payable and accrued interest

122,331

Loan payable, related party

$ 225,000

$ -

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Mar. 30, 2026

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration