Functional Brands Inc. 8-K

What Happened

• Functional Brands Inc. filed a Current Report on Form 8-K (filed March 13, 2026) reporting that it designated Series C Convertible Preferred Shares and entered into senior secured convertible promissory notes and related agreements. The Company filed a Certificate of Designation, Preferences and Rights for the Series C Preferred with the Delaware Secretary of State on March 12, 2026.
• The filing discloses an Exchange and Amendment Agreement and a Pledge and Security Agreement tied to the senior secured convertible notes, and states that the notes create a new direct financial obligation of the Company.

Key Details

• Certificate of Designation for Series C Convertible Preferred Shares filed with Delaware on March 12, 2026 (Exhibit 3.1).
• Form of Senior Secured Convertible Promissory Note included as Exhibit 4.1; Exchange and Amendment Agreement as Exhibit 10.1; Pledge and Security Agreement as Exhibit 10.2.
• The filing confirms creation of a direct financial obligation (the senior secured convertible notes) and a security interest described in the Pledge and Security Agreement.

Why It Matters

• The actions establish new securities and a debt obligation that can affect the company’s capital structure, potential dilution (from convertible securities), and creditor priority (secured status).
• Retail investors should review the filed exhibits for the specific economic and conversion terms, security covenants, and any conditions tied to the notes and Series C preferred shares to understand potential impacts on equity value and creditor exposure.