Functional Brands Inc. 8-K

What Happened

• Functional Brands Inc. (MEHA) announced on an 8‑K that on February 5, 2026 it entered into a Series A Convertible Preferred Stock Purchase Agreement (SPA) with Evergreen Capital Management LLC to buy the Seller’s 12,445 shares of Series A Convertible Preferred Stock. The purchase closed on February 6, 2026. The Company paid $50.00 per share, a total of $622,250, funded from its available working capital. The reacquired Series A shares will be cancelled in accordance with the Company’s organizational documents.

Key Details

• SPA counterparties: Functional Brands Inc. and Evergreen Capital Management LLC.
• Shares purchased: 12,445 shares of Series A Convertible Preferred Stock.
• Price: $50.00 per share; aggregate purchase price $622,250.
• Dates: SPA executed February 5, 2026; Closing occurred February 6, 2026.
• Funding: Payment made from the Company’s available working capital.
• Effect on other holders: The filing states the purchase relates only to the Seller’s shares and does not affect the rights of other Series A holders. The SPA is filed as Exhibit 10.1 to the Form 8‑K.

Why It Matters

• This is a corporate recapitalization action: the Company bought back and will cancel a specific block of its Series A preferred stock, reducing the number of outstanding Series A shares by 12,445. For investors, the filing confirms the cash outflow amount ($622,250) and that it was funded from working capital. The company also included standard forward‑looking statement language about risks and uncertainties.