Functional Brands Inc.

Functional Brands Inc. (MEHA) announced it received a Staff Delisting Determination from Nasdaq on June 9, 2026, due to its common stock failing to meet the minimum bid price requirement. The stock's closing bid price was $0.10 or less for ten consecutive trading days as of June 8, 2026. Trading will be suspended on June 16, 2026, with a Form 25-NSE to be filed for removal from Nasdaq. The company has the option to appeal the decision by requesting a hearing before the Nasdaq Hearings Panel by June 16, 2026, though a successful appeal is not assured and the suspension will not be stayed.

Functional Brands Inc. announced the adjournment of its Special Meeting of Stockholders, originally scheduled for May 28, 2026, due to an insufficient number of shares present to constitute a quorum. The meeting has been reconvened virtually for Monday, June 1, 2026, at 10:00 a.m. Pacific Time. The company is actively soliciting additional proxies to achieve the required quorum, with no changes made to the proposals or the April 16, 2026 record date.

Functional Brands Inc. announced a significant management change, with Tariq Rahim resigning from the Board and transitioning from Chief Financial Officer to Vice President, Finance. Concurrently, David R. Wells was appointed as the new Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and a member of the Board of Directors, effective May 18, 2026. The company also disclosed a previously unannounced Services Agreement with Atlas Bookkeeping, LLC, an entity owned by Mr. Wells, for financial and administrative support, with monthly fees increasing from $13,000 to $18,000.

Functional Brands Inc. announced a definitive agreement to acquire assets and intellectual property from BullionFX, including its Alchemy blockchain-based financial ecosystem, for $142.9 million. The transaction will be an all-stock asset acquisition, with consideration paid in 100,000 shares of newly created Series D Preferred Stock. This acquisition aims to position Functional Brands at the center of the gold-backed decentralized finance (DeFi) market, targeting retail, institutional, and blockchain sectors. The closing is anticipated in the second or third quarter of 2026, subject to various conditions including a $10 million equity financing.

Functional Brands Inc. announced a significant leadership transition. Tariq Rahim resigned from the Board of Directors and transitioned from his role as Chief Financial Officer to Vice President, Finance. Concurrently, David R. Wells was appointed as the new Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and a member of the Board of Directors. The company stated that Mr. Rahim's departure was not due to any disagreements regarding operations or financial practices.

Functional Brands Inc. reported first-quarter 2026 financial results, with revenue growing 3.5% to $1.65 million and gross profit increasing 11% to $0.96 million, leading to a 390 basis point expansion in gross margin to 58.4%. However, the company recorded a net loss of $7.0 million, primarily due to a $6.3 million non-cash GAAP charge on equity exchange, and operating loss increased to $0.68 million due to public company expenses. Strategic progress included distribution expansion, platform growth, and an LOI for an IP acquisition.

Functional Brands Inc. reported a substantial increase in net loss for the three months ended March 31, 2026, reaching $6.99 million, compared to a $0.13 million net loss in the prior year. This significant loss was primarily due to a $6.31 million loss on the issuance of preferred stock and higher operating expenses. The company's cash balance decreased, and total liabilities significantly increased, leading to a going concern warning from management.

Functional Brands Inc. entered into a Conversion Price Reduction and Waiver Agreement with holders of its Series C Convertible Preferred Stock. The agreement reduces the conversion price to $0.1636 per common share, replacing previous tiered pricing, and waives the prohibition on below-price conversions for this new rate. Additionally, any unpaid Cash Consideration from a prior Exchange and Amendment Agreement will be added as unsecured additional principal to existing exchange notes. The company is obligated to file an amendment to the Series C Certificate to reflect these changes.

Functional Brands Inc. signed a binding Letter of Intent (LOI) on May 9, 2026, to acquire assets and intellectual property of BullionFX Ltd, including its Alchemy product, for an expected value of $142.9 million. The acquisition, to be paid in preferred stock, aims to position Functional Brands to develop a decentralized gold-backed financial ecosystem. This strategic move is expected to provide technology for gold-linked digital financial applications and interoperability between traditional and blockchain systems.

Functional Brands Inc. will hold a Special Meeting on May 28, 2026, to vote on a reverse stock split and an equity incentive plan. The proposed reverse stock split, with a ratio between 1:2 and 1:250, aims to increase the common stock's per-share market price to meet Nasdaq's $1.00 minimum bid requirement and avoid delisting. The company received a Nasdaq non-compliance letter on December 30, 2025, with a deadline of June 29, 2026, to regain compliance.