Form 8-K

8-K — Functional Brands Inc.

Accession: 0001213900-26-068518

Filed: 2026-06-15

Period: 2026-06-09

CIK: 0001837254

SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0294529-8k_functional.htm (Primary)

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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):

June 9, 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 per 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 3.01 Notice of Delisting or Failure to

Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On June 9, 2026, Functional

Brands Inc. (the “Company”) received a written notification (the “Staff Determination”) from the Listing Qualifications

Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that Nasdaq had determined to delist the Company’s common

stock from The Nasdaq Capital Market. The Staff Determination was issued pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low

Priced Stocks Rule”).

As previously disclosed, on

December 30, 2025, the Company received notice from Nasdaq that the closing bid price of the Company’s common stock had been below

$1.00 per share for 30 consecutive business days and that the Company was therefore not in compliance with Nasdaq Listing Rule 5550(a)(2),

which requires a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”).

At that time, the Company was afforded 180 calendar days, or until June 29, 2026, to regain compliance with the Bid Price Requirement.

The Staff Determination states

that, as of June 8, 2026, the Company’s common stock had a closing bid price of $0.10 or less for ten consecutive trading days.

Under the Low Priced Stocks Rule, if during any compliance period a company’s security has a closing bid price of $0.10 or less

for ten consecutive trading days, the Listing Qualifications Department is required to issue a Staff Delisting Determination. As a result,

Nasdaq has determined to delist the Company’s common stock and stated that trading of the Company’s common stock will be suspended

at the opening of business on June 16, 2026, and that a Form 25-NSE will be filed with the Securities and Exchange Commission to remove

the Company’s securities from listing and registration on The Nasdaq Stock Market.

The Company may request a

hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff Determination, pursuant to the procedures set forth

in the Nasdaq Listing Rule 5800 Series. A hearing request must be submitted, along with a non-refundable fee of $20,000, no later than

4:00 p.m. Eastern Time on June 16, 2026.

There can be no assurance that the Company would be successful in any appeal or that it will be able to regain compliance with Nasdaq's

listing requirements within the timeframe that may be provided by the Panel, or at all. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii)(e),

a timely request for a hearing will not stay the trading suspension of the Company’s common stock.

Item 7.01 Regulation FD Disclosure.

On June 15, 2026, the Company

issued a press release announcing the foregoing. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated

by reference herein.

The information in this Item

7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1, shall not be deemed to be “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly

set forth by specific reference in any such filing.

Cautionary Statement Regarding 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. Words like “believe,” “intend,” “may,” “will,” and “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. Forward-looking statements in this report include, without limitation, statements

regarding the Company’s intention to appeal the Staff Determination and the potential outcome of any such appeal. Although the Company

believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its

business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes.

Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed

in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission,

which include, without limitation, the outcome of the Company’s appeal before the Panel, the Company’s ability to demonstrate

a plan to regain compliance with Nasdaq’s listing requirements, and general market and economic conditions. 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 June 15, 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: June 15, 2026

FUNCTIONAL BRANDS INC.

By:

/s/ Eric Gripentrog

Name:

Eric Gripentrog

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED JUNE 15, 2026

EX-99.1

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Exhibit 99.1

Functional Brands Inc. Receives Nasdaq Staff

Delisting Determination;

LAKE OSWEGO, OR — June 15, 2026 —

Functional Brands Inc. (Nasdaq: MEHA) (the “Company”), a leading innovator in wellness and performance products, announced

today that on June 9, 2026, it received a written notification (the “Staff Determination”) from the Listing Qualifications

Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that Nasdaq has determined to delist the Company’s common

stock from The Nasdaq Capital Market.

As previously disclosed, on December 30, 2025,

the Company received notice from Nasdaq that the closing bid price of its common stock had been below $1.00 per share for 30 consecutive

business days, and was therefore not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per

share for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”). The Company was afforded 180 calendar

days, or until June 29, 2026, to regain compliance with the Bid Price Requirement.

The Staff Determination was issued pursuant to

Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”). Under the Low Priced Stocks Rule, if during any compliance

period a company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications

Department is required to issue a Staff Delisting Determination. As of June 8, 2026, the Company’s common stock had a closing bid

price of $0.10 or less for ten consecutive trading days.

As a result of the Staff Determination, trading

of the Company’s common stock will be suspended at the opening of business on June 16, 2026, and a Form 25-NSE will be filed with

the Securities and Exchange Commission (the “SEC”) to remove the Company’s securities from listing and registration

on The Nasdaq Stock Market.

The Company may request a hearing before the Nasdaq

Hearings Panel (the “Panel”) to appeal the Staff Determination, pursuant to the procedures set forth in the Nasdaq Listing

Rule 5800 Series. A hearing request must be submitted, along with a non-refundable fee of $20,000, no later than 4:00 p.m. Eastern Time

on June 16, 2026. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii)(e), a timely request for a hearing will not stay the trading suspension

of the Company’s common stock.

There can be no assurance that the Company would be successful in any appeal or that it will be able to regain compliance with Nasdaq’s

listing requirements within the timeframe that may be provided by the Panel, or at all.

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. Information

on the Company’s website does not constitute a part of and is not incorporated by reference into this press release.

Cautionary Statement Regarding Forward-Looking

Statements

This press release 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, but are not limited to, statements regarding the Company’s intention to appeal the

Staff Determination, the potential outcome of any such appeal, and the Company’s ability to regain compliance with Nasdaq’s

listing requirements. These statements are based on management’s current expectations, estimates, and projections about the Company’s

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

or implied by such statements.

Such risks and uncertainties include, but are

not limited to: the outcome of the Company’s appeal before the Panel; the Company’s ability to demonstrate a plan to regain

compliance with Nasdaq’s listing requirements; and general market and economic conditions. The Company undertakes no obligation

to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required

by law. Readers are cautioned not to place undue reliance on forward-looking statements.

Investor Relations Contact:

FunctionalBrands@icrinc.com

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