Functional Brands Inc. 8-K

What Happened
Functional Brands Inc. (MEHA) announced it entered into a Series A Convertible Preferred Stock Purchase Agreement dated December 30, 2025 with Helena Global Investment Opportunities 1 Ltd. The company purchased all 12,022 shares of the seller’s Series A Convertible Preferred Stock for $15.00 per share (aggregate $180,330). The purchase closed on December 31, 2025 and was paid from the company’s available working capital. The repurchased shares will be cancelled in accordance with the company’s organizational documents and applicable law.

Key Details

• Seller: Helena Global Investment Opportunities 1 Ltd.; Shares purchased: 12,022 Series A Convertible Preferred.
• Price: $15.00 per share; total paid: $180,330.
• Agreement dated: December 30, 2025; Closing: December 31, 2025.
• Payment source: company’s available working capital; repurchased shares will be cancelled and company records updated.
• The purchase applies only to the seller’s holdings and does not change the rights of other Series A Preferred holders. The SPA is filed as Exhibit 10.1 to the 8-K.

Why It Matters
This transaction eliminates the seller’s stake of 12,022 Series A Convertible Preferred shares by purchase and cancellation, representing a defined and completed corporate action disclosed in the Form 8-K. The company used approximately $180k of working capital to complete the repurchase and will reflect the cancellation in its books and records. Investors should note the filing also includes standard forward-looking statement disclosures.