Functional Brands Inc. 8-K/A

What Happened Functional Brands Inc. filed Amendment No. 1 to its Form 8-K on May 22, 2026 to correct and supplement prior disclosures about arrangements involving David R. Wells, the company’s newly appointed Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and director. The amendment discloses a Services Agreement dated November 20, 2025 (amended April 15, 2026) between Functional Brands and Atlas Bookkeeping, LLC, an entity owned by Mr. Wells, under which Atlas provides bookkeeping, financial reporting, investor relations, finance and administrative support. The Original Form 8-K failed to disclose this related-party services arrangement; this filing adds the Item 404(a) disclosure and related exhibits.

Key Details

• Services Agreement between Functional Brands and Atlas Bookkeeping, LLC dated November 20, 2025; amended April 15, 2026.
• Atlas Bookkeeping is owned by David R. Wells, who serves as the company’s CFO, principal accounting/financial officer, and a board member.
• Atlas provides bookkeeping, financial reporting, investor relations, finance and administrative support to the company.
• The amendment was filed May 22, 2026; the resignation letter of former director Tariq Rahim was previously filed on May 20, 2026 and is incorporated by reference.

Why It Matters This amendment discloses a related‑party services arrangement involving the company’s top finance executive. For investors, related‑party contracts can raise potential conflicts of interest and are important for assessing governance and oversight of financial reporting and vendor selection. The filing does not disclose dollar amounts or additional compensation tied to the agreement, so investors should watch for future disclosures (e.g., in proxy statements or periodic reports) if they want details on fees or terms.