Functional Brands Inc. 8-K

What Happened
Functional Brands Inc. (MEHA) filed an 8‑K reporting that its reconvened Special Meeting of Stockholders on June 1, 2026 approved two proposals from the company’s April 27, 2026 proxy statement. Stockholders approved (1) an amendment to the Certificate of Incorporation giving the Board authority to effect a reverse stock split at any time before the one‑year anniversary of the meeting, at a ratio between one‑for‑two (1:2) and one‑for‑two‑hundred‑fifty (1:250), and (2) the Functional Brands Inc. 2026 Equity Incentive Plan.

Key Details

• Record date: April 16, 2026; 21,912,868 shares issued and outstanding and eligible to vote.
• Quorum present or represented: 7,874,310 shares (≈35.93%).
• Proposal 1 (reverse split amendment) vote: For 4,492,117; Against 3,361,162; Abstain 21,031 — approved by majority of votes cast.
• Proposal 2 (2026 Equity Incentive Plan) vote: For 4,613,683; Against 1,527,837; Abstain 58,670; Broker non‑vote 1,732,790 — approved by majority of votes cast.
• The Board may implement the reverse split at its discretion any time before June 1, 2027, within the approved 1:2 to 1:250 ratio, without another stockholder vote.

Why It Matters
The approvals give the Board authority to consolidate outstanding shares (a reverse split) and to grant equity awards under the 2026 plan. If the Board implements a reverse split, the number of outstanding shares will be reduced and the per‑share price will increase proportionally; the exact economic effect depends on the ratio the Board selects. The equity plan creates a share pool for future compensation awards, which can dilute existing holders when awards are issued. Investors should watch for future disclosures (e.g., an 8‑K or amendment) if and when the Board elects to effect the reverse split or issues awards under the new plan.