Functional Brands Inc. 8-K

What Happened

• Functional Brands Inc. (MEHA) announced on February 1, 2026 that its Board approved an amendment to the company bylaws reducing the quorum requirement for stockholder meetings.
• The quorum threshold in Section 2.7 of the bylaws now requires holders of 33.4% of outstanding voting capital stock to be present in person or by proxy, down from a majority.

Key Details

• Board action date: February 1, 2026.
• New quorum: 33.4% of outstanding voting capital stock.
• Prior quorum: A majority of outstanding voting capital stock.
• Purpose stated by company: To improve the company’s ability to hold stockholder meetings when called. The full amendment is filed as Exhibit 3.1 to the 8‑K.

Why It Matters

• Lowering the quorum makes it easier for the company to conduct official stockholder meetings even if turnout is low, which can speed corporate governance actions requiring a meeting.
• For investors, this change affects how many shares must participate (in person or by proxy) for a meeting to proceed and for votes to be valid; it does not itself change voting rights or introduce new financial obligations.