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 517, 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 1.01. Entry into a Material Definitive Agreement.

OnThe ~~February~~description 5,in ~~2026,~~Item ~~Functional Brands Inc~~5. ~~(the “Company”) entered into a Series A Convertible Preferred Stock Purchase Agreement (the “SPA”)~~02 ~~with Evergreen Capital Management LLC (the “Seller”)~~below, ~~pursuant~~as toit ~~which~~relates ~~the Company agreed~~ to ~~purchase from~~ the ~~Seller,~~Executive ~~and the~~Employment ~~Seller~~Agreement ~~agreed~~Amendment toentered ~~sell~~into towith ~~the~~Mr. ~~Company~~Eric Gripentrog, ~~all~~a ofcopy ~~the Seller’s shares~~ of ~~the~~which ~~Company’s~~is ~~Series~~filed Aherewith as ~~Convertible~~Exhibit ~~Preferred~~10.1, ~~Stock (the~~is ~~“Series~~incorporated Ain ~~Preferred”),~~this ~~consisting~~Item of1.01 ~~12,445~~herein ~~shares~~by ~~(the “Purchase”)~~reference.

~~The~~Item ~~purchase price for the Purchase was $50~~5.0002 ~~per~~Departure ~~share or an aggregate~~ of ~~$622,250.00,~~Directors ~~which~~or ~~the~~Certain ~~Company~~Officers; ~~funded~~Election ~~from~~of ~~its~~Directors; ~~available~~Appointment ~~working capital. The Purchase closed on February 6, 2026 (the “Closing”), upon the satisfaction~~ of ~~customary~~Certain ~~closing~~Officers; ~~conditions~~Compensatory ~~set~~Arrangements ~~forth in the SPA, including delivery~~ of ~~the~~Certain ~~shares~~Officers. ~~The SPA includes customary representations and warranties and covenants.~~

~~After~~Executive ~~the~~Employment ~~Closing,~~Agreement the shares of Series A Preferred so purchased by the Company will be cancelled in accordance with the Company’s organizational documents and applicable law, and the Company will cause appropriate entries to be made in its books and records.Amendment

~~The~~On ~~foregoing~~February ~~description~~18, of2026, the Compensation Committee of the ~~SPA~~Board ~~does~~of ~~not~~Directors ~~purport~~of toFunctional beBrands ~~complete~~Inc. ~~and~~(the is“Company”) ~~qualified~~approved inAmendment ~~its~~No. ~~entirety~~1 by(the ~~reference~~“Executive Employment Agreement Amendment”) to the ~~form~~Executive Employment Agreement, dated as of ~~the~~March ~~SPA~~1, a2025, ~~copy~~by ofand ~~which~~between isthe ~~filed~~Company and asEric ~~Exhibit~~Gripentrog, ~~10.1~~the Chief Executive Officer of the Company, to ~~this~~provide ~~Current~~for ~~Report~~extension onof ~~Form~~the ~~8-K~~vesting ~~and~~schedule isfor ~~incorporated~~certain ~~herein~~restricted bystock units ~~reference~~previously approved as compensation for the executive.

~~Item~~The 8foregoing description of the Executive Employment Agreement Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the form of Executive Employment Agreement Amendment, a copy of which is attached hereto as Exhibit 10.011 ~~Other~~and ~~Events~~is incorporated herein by reference.

~~The~~Independent ~~Company~~Director 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.Agreements

~~Forward~~On ~~Looking~~February ~~Statements~~17, 2026, the Company entered into formal agreements with the Company’s independent directors (the “Independent Director Agreements”), Girard Smith, Lourdes Felix, and Steven Rossi (the “Independent Directors”). Under the Independent Director Agreements, each Independent Director will be entitled to (i) annual cash compensation totaling $60,000 and (ii) receive an initial grant, upon Board and stockholder approval of the Company’s 2026 Equity Incentive Plan, of such number of stock options as may be determined by the Board of Directors of the Company, such options shall vest on the date of grant, and quarterly thereafter. The Independent Directors may also be entitled to annual cash compensation for services on committees of the Board. The Independent Director Agreements also provide for indemnification of each Independent Director by the Company.

~~This~~The ~~report~~foregoing ~~contains “forward-looking~~description ~~statements” within the meaning~~ of ~~Section 27A of~~ the ~~Securities~~Independent ~~Act~~Director ofAgreements ~~1933,~~does asnot ~~amended,~~purport ~~and~~to ~~Section~~be ~~21E~~complete ~~of the Securities Exchange Act of 1934, as amended. Words like “believe,” “intend,” “may,” “will,”~~ and ~~“would” or~~is ~~the~~subject ~~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~~qualified ~~on reasonable~~in ~~assumptions within the bounds of what is currently known about~~ its ~~business~~entirety ~~and~~by ~~operations,~~reference ~~there can be no assurance that~~to ~~actual results will not differ materially from what~~ the ~~Company~~full ~~expects~~text ~~or believes. Some~~ of the ~~factors~~form ~~that~~of ~~could~~Independent ~~cause~~Director ~~the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section~~Agreements, asa ~~well as~~copy ~~other sections,~~ of ~~its reports filed with the Securities and Exchange Commission,~~ which ~~include,~~is ~~without~~attached ~~limitation,~~hereto ~~the~~as ~~expectations regarding~~Exhibit ~~the Closing of the Purchase and the anticipated benefits and impacts of the Purchase~~10.2, ~~All forward-looking statements speak only as of the date on which they are made~~ and ~~the~~is ~~Company undertakes no duty to update or revise any forward-looking statements, whether as~~incorporated aherein ~~result~~by ~~of new information, future events or otherwise~~reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of ~~Series~~Executive AEmployment ~~Convertible~~Agreement ~~Preferred~~Amendment ~~Stock~~between ~~Purchase~~the ~~Agreement~~Company and Eric Gripentrog
10.2		Form of Independent Director Agreements between the Company and each independent director
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.
Date: February 23, 2026	FUNCTIONAL BRANDS INC.
	By:	/s/ Eric Gripentrog
	Name:	Eric Gripentrog
	Title:	Chief Executive Officer

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