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): February 015, 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))

☐	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 31.0301. ~~Material~~Entry ~~Modification~~into toa ~~Rights~~Material ofDefinitive ~~Security Holders~~Agreement.

On February 15, 2026, ~~the~~Functional Brands ~~Board~~Inc. ~~of Directors~~ (the “~~Board~~Company”) ofentered ~~Functional~~into ~~Brands~~a ~~Inc.~~Series ~~(the~~A ~~“Company”)~~Convertible ~~approved~~Preferred ~~and adopted~~Stock anPurchase ~~amendment~~Agreement (the “~~Amendment~~SPA”) with toEvergreen ~~the~~Capital ~~Company’s~~Management ~~bylaws~~LLC (the “~~Bylaws~~Seller”), ~~which~~pursuant ~~reduces~~to which the ~~number of~~Company ~~shares~~agreed ~~required~~ to ~~constitute~~purchase afrom ~~quorum~~the atSeller, ~~a stockholders meeting of~~ and the ~~holders~~Seller ofagreed ~~shares~~to ofsell to the ~~outstanding~~Company, ~~capital~~all ~~stock~~ of the ~~Company~~ toSeller’s ~~provide~~shares ~~that stockholders holding thirty-three and four-tenths percent (33.4%)~~ of the Company’s ~~outstanding~~Series ~~capital stock~~A ~~entitled~~Convertible toPreferred ~~vote~~Stock (the at“Series ~~such~~A ~~meeting~~Preferred”), ~~shall~~consisting ~~constitute~~of a12,445 ~~quorum~~shares (~~Section 2.7 of~~ the ~~Bylaws~~“Purchase”).

~~Prior to~~The ~~the~~purchase ~~Amendment~~price tofor the Purchase ~~quorum~~was ~~requirements~~$50.00 ofper ~~the~~share ~~Bylaws~~or asan ~~discussed~~aggregate ~~above,~~of ~~the presence~~$622, ~~in person or by proxy~~250.00, ofwhich the ~~holders~~Company ~~of a~~funded ~~majority~~from ofits ~~the~~available ~~outstanding~~working capital. ~~stock~~The ~~entitled~~Purchase closed toon ~~vote~~February at6, 2026 (the ~~meeting~~“Closing”), ~~would~~upon ~~constitute a quorum for~~ the ~~transaction~~satisfaction of ~~business at~~customary ~~such~~closing ~~meeting.~~conditions ~~The~~set ~~change~~forth toin the ~~quorum~~SPA, ~~requirement~~including delivery ~~for~~of ~~stockholder~~the ~~meetings~~shares. ~~was~~The ~~made~~SPA toincludes ~~improve~~customary ~~the~~representations ~~Company’s~~and ~~ability~~warranties toand ~~hold stockholder meetings when called~~covenants.

~~The foregoing~~After ~~description~~the ofClosing, the ~~Amendment~~shares of toSeries ~~the~~A ~~Bylaws~~Preferred ~~does~~so ~~not~~purchased ~~purport~~by tothe beCompany ~~complete~~will ~~and~~be iscancelled ~~qualified~~ in ~~its~~accordance ~~entirety~~with ~~by reference to~~ the ~~full~~Company’s ~~text~~organizational ofdocuments ~~the~~and applicable ~~Amendment~~law, aand ~~copy~~the ofCompany ~~which~~will iscause ~~attached~~appropriate ~~hereto~~entries asto ~~Exhibit~~be ~~3.1~~made ~~hereto~~in ~~and~~its ~~incorporated~~books ~~herein~~and ~~by reference~~records.

~~Item~~The 9foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the form of the SPA, a copy of which is filed as Exhibit 10.011 ~~Financial~~to ~~Statements~~this Current Report on Form 8-K and ~~Exhibits~~is incorporated herein by reference.

~~(d) Exhibits~~Item 8.01 Other Events

Exhibit No.		Description
3.1		Amendment No. 1 to the Bylaws of the Company
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document)

The Company purchased the Series A Preferred described above as part of its ongoing efforts to reduce potential dilution. The Purchase relates solely to the Series A Preferred held by the Seller and does not affect the rights of any other holders of the Series A Preferred.

1Forward Looking Statements

~~SIGNATURES~~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. 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 expectations regarding the Closing of the Purchase and the anticipated benefits and impacts of the Purchase. 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.

~~Pursuant to~~Item ~~the~~9.01 ~~requirements~~Financial ofStatements ~~the~~and ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

Date:	February 4, 2026	FUNCTIONAL BRANDS INC.
		By:	/s/ Eric Gripentrog
		Name:	Eric Gripentrog
		Title:	Chief Executive Officer

(d) Exhibits

Exhibit No.		Description
10.1		Form of Series A Convertible Preferred Stock Purchase Agreement
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: February 9, 2026	FUNCTIONAL BRANDS INC.

	By:	/s/ Eric Gripentrog
	Name:	Eric Gripentrog
	Title:	Chief Executive Officer

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