UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 001-42936

FUNCTIONAL BRANDS INC.

(Exact name of registrant as specified in its charter)

Delaware		85-4094332
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

6400 SW Rosewood Street, Lake Oswego, Oregon		97035
(Address of principal executive offices)		(Zip Code)

(800) 245-8282

(Registrant’s telephone number, including area code)

NONE

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange On Which Registered
Common Stock, $0.00001 par value share		MEHA		The Nasdaq Stock Market LLC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing price of such commons stock on the Nasdaq, as of December 31, 2025 was $3,538,920.

The number of shares of registrant’s common stock outstanding as of March 24, 2026: 20,796,504.

DOCUMENTS INCORPORATED BY REFERENCE

None.

FUNCTIONAL BRANDS INC.

FORM 10-K

December 31, 2025

TABLE OF CONTENTS

	Part I
Item 1.	Business.	1
Item 1A.	Risk Factors.	20
Item 1B.	Unresolved Staff Comments.	39
Item 1C.	Cybersecurity	39
Item 2.	Properties.	40
Item 3.	Legal Proceedings.	40
Item 4.	Mine Safety Disclosures.	40

	Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	41
Item 6.	[Reserved]	42
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	43
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	56
Item 8.	Consolidated Financial Statements and Supplementary Data.	58
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	58
Item 9A.	Controls and Procedures.	58
Item 9B.	Other Information.	59
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	59

	Part III
Item 10.	Directors, Executive Officers, and Corporate Governance.	60
Item 11.	Executive Compensation.	66
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	69
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	70
Item 14.	Principal Accountant Fees and Services.	70

	Part IV
Item 15.	Exhibits and Financial Statement Schedules.	71
Item 16.	Form 10-K Summary.	73
	Signatures	74

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements that are based on our management’s beliefs, expectations, and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. The forward-looking statements are contained in, but not limited to, the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

	●	our goal and strategies;

	●	our future business development, financial condition and results of operations;

	●	expected changes in our revenue, costs or expenditures;

	●	growth of and competition trends in our industry;

	●	our expectations regarding demand for, and market acceptance of, our products;

	●	our expectations regarding our relationships with investors, institutional funding partners and other parties with whom we collaborate;

	●	fluctuations in general economic and business conditions in the markets in which we operate; and

	●	relevant government policies and regulations relating to our industry.

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this annual report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Although we will become a public company after this offering and have ongoing disclosure obligations under United States federal securities laws, except as required by applicable law, we do not intend to update or otherwise revise the forward-looking statements in this annual report, whether as a result of new information, future events or otherwise.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

We use various trademarks, trade names and service marks in our business, including “Biofilm Defense,” “Flura,” “Isogest;” “HempTown,” “Nu-Thera,” “HT Naturals,” “HempTown Naturals,” “Ultra Tested,” “Functional Brands,” and “Kirkman,” among others. For convenience, we may not include the SM, ^®or ^™symbols, but such omission is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed by law. Any other trademarks, trade names or service marks referred to in this annual report are the property of their respective owners.

PART I

Item 1. Business.

Overview

Our company operates in the nutraceutical supplement industry. We are a manufacturer and distributor of supplements in categories such as pain, energy, prenatal, general health, bone and joint, gastro, immunity, cardiac, detox, mental clarity & focus, sleep, prenatal and urinary. Our end markets focus on end-consumers through different channels that include pharmacies, US wholesalers, international distributors and direct-to-consumers sales. Our products are sold over the counter, and consumers do not need a prescription to purchase our products. Our products are not approved by the FDA. Our principal business is the production, marketing, sales, and distribution of nutraceutical products through our Kirkman division. We ship our Kirkman products to throughout the United States and to 35 countries. Previously we sold hemp derived products under the Hemptown brand in certain states within the United States that permitted such sales, however, we have discontinued that product line.

Functional Brands Inc. was organized under the General Corporation Law in the State of Delaware on November 19, 2020, under the name HT Naturals Inc. HT Naturals Inc. changed its name to Functional Brands Inc. on March 23, 2023.

On July 3, 2019, HTO Holdings Inc. (“HTO Holdings”) a wholly owned subsidiary of HOC and the owner of all issued and outstanding stock of HTO Nevada, entered into an asset purchase agreement for assets of Kirkman Group Inc. a Nevada corporation, Kirkman Laboratories Inc., an Oregon corporation and Kirkman Group International, Inc. a Nevada corporation (collectively “Kirkman”) for a consideration equal to $5 million with payout in a business combination of cash and deferred consideration. The terms of the purchase agreement, as amended, were fully satisfied in November, 2025, and no further obligations to Kirkman remain.

As part of our restructuring initiatives, HTO Nevada, which was previously owned by HTO Holdings, was acquired by Functional Brands on May 19, 2023. This acquisition took place through a share exchange agreement involving HOC, HTO Holdings, and Functional Brands. This exchange resulted in HTO Nevada becoming a wholly-owned subsidiary of Functional Brands.

On July 22, 2025 we entered into Securities Purchase Agreements (each as amended, the “Securities Purchase Agreement”), and on November 5, 2025 we completed the sale in the aggregate 100,000 shares of our Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred”), with a stated value of $10,000,000, for aggregate gross proceeds of $8,000,000, before deducting placement agent fees and other offering related expenses (the “Private Placement”), together with, as a bonus, 80,000 shares of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred’), with a stated value of $8,000,000.

On November 5, 2025, the Company completed the direct listing of shares of its common stock, par value $0.00001 per share, on the Nasdaq Stock Market LLC under the symbol “MEHA”.

Following the consummation of the direct listing, the holders of the Series A Preferred were entitled commencing on December 19, 2025 to convert such preferred stock into common stock at a price per share equal to the lowest of: (i) the price per share equal to a valuation of $56,000,000 (the “Valuation Cap”), (ii) 75% of the closing price of the common stock on the date of the direct listing, (iii) the closing price of the common stock on the day prior to any conversion; and (iv) a 25% discount to the lowest five (5) day volume weighted average price of the common stock prior to any such conversion, subject to a conversion floor price of $4.00 per share. The Series B Preferred is convertible into our common stock at any time at a conversion price equal to the lower of (i) the closing price of the stock on the day prior to conversion and (ii) the price per share of our common stock equal to the Valuation Cap.

For so long as the Series A Preferred remains outstanding, we are required to pay a cash dividend, monthly in arrears from the date of funding, at a rate of 5% per annum for months one through six, 10% per annum for months seven through twelve, 15% per annum for months thirteen through eighteen, and an additional 3% per month thereafter. The dividend may, at the investor’s option, be paid in common stock at the then applicable conversion price. For as long as the Series B Preferred is outstanding, if we raise additional capital, the holders of Series B Preferred may require us to use up to 25% of the proceeds from any financing to pay, in cash, a portion of any unconverted Series B Preferred. We are also required to offer this redemption opportunity to each holder of the Series B Preferred within one (1) business day from the closing of such financing, and such holder shall have one (1) business day to respond to us of its intention to redeem.

The foregoing summaries of the Securities Purchase Agreement and the rights and privileges of the Preferred Stock do not purport to be complete and are qualified in their entirety by reference to the Exhibits filed with our Current Report on Form 8-K filed with the SEC on November 6, 2025.

Recent Developments

Nasdaq Deficiency Letter

On December 30, 2025, the Company received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock had been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

The Nasdaq deficiency letter has no immediate effect on the listing of the Company’s common stock, and its common stock will continue to trade on The Nasdaq Capital Market under the symbol “MEHA” at this time.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A) the Company has a compliance period of 180 calendar days, or until June 29, 2026, in which to regain compliance with the minimum bid price requirement. If the Company evidences a closing bid price of at least $1 per share for a minimum of 10 consecutive business days during the 180-day compliance period, the Company will automatically regain compliance. In the event the Company does not regain compliance with the $1.00 bid price requirement by June 29, 2026, the Company may be eligible for consideration of a second 180-day compliance period if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq’s Capital Market, other than the minimum bid price requirement. In addition, the Company would also be required to notify Nasdaq of its intent to cure the minimum bid price deficiency.

If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the compliance period (or the second compliance period, if applicable), the Company’s common stock will become subject to delisting. In the event that the Company receives notice that its common stock is being delisted, the Nasdaq listing rules permit the Company to appeal a delisting determination by the Staff to a hearings panel.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement, including initiating a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.

Partial Repurchase of Series A Preferred

On December 30, 2025, the Company entered into a Series A Convertible Preferred Stock Purchase Agreement (the “SPA”) with Helena Global Investment Opportunities 1 Ltd. (the “Seller”), pursuant to which the Company agreed to purchase from the Seller, and the Seller agreed to sell to the Company, all of the Seller’s shares of the Series A Preferred Stock, consisting of 12,022 shares (the “Purchase”).

The purchase price for the Purchase was $15.00 per share or an aggregate of $180,330, which the Company funded from its available working capital. The Purchase closed on December 31, 2025 (the “Closing”), upon the satisfaction of customary closing conditions set forth in the SPA, including delivery of the shares. The SPA included customary representations and warranties and covenants.

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the SPA, a copy of which was filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on January 5, 2026.

On February 5, 2026, the Company entered into a Series A Convertible Preferred Stock Purchase Agreement (the “SPA”) with Evergreen Capital Management LLC (the “Seller”), pursuant to which the Company agreed to purchase from the Seller, and the Seller agreed to sell to the Company, all of the Seller’s shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred”), consisting of 12,445 shares (the “Purchase”).

The purchase price for the Purchase was $50.00 per share or an aggregate of $622,250, which the Company funded from its available working capital. The Purchase closed on February 6, 2026 (the “Closing”), upon the satisfaction of customary closing conditions set forth in the SPA, including delivery of the shares. The SPA includes customary representations and warranties and covenants.

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the form of the SPA, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 6, 2026.

After the Closing, the shares of Series A Preferred so purchased by the Company were cancelled in accordance with the Company’s organizational documents and applicable law, and the Company caused the appropriate entries to be made in its books and records.

Bylaw Amendment

On February 1, 2026, the Company’s board of directors approved and adopted an amendment (the “Amendment”) to the Company’s bylaws (the “Bylaws”) which reduces the number of shares required to constitute a quorum at a stockholders meeting of the holders of shares of the outstanding capital stock of the Company to provide that stockholders holding thirty-three and four-tenths percent (33.4%) of the Company’s outstanding capital stock entitled to vote at such meeting shall constitute a quorum (Section 2.7 of the Bylaws).

Prior to the Amendment to the quorum requirements of the Bylaws as discussed above, the presence, in person or by proxy, of the holders of a majority of the outstanding capital stock entitled to vote at the meeting would constitute a quorum for the transaction of business at such meeting. The change to the quorum requirement for stockholder meetings was made to improve the Company’s ability to hold stockholder meetings when called.

The foregoing description of the Amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which was attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2026.

Exchange of Series A and B Convertible Preferred Stock

On March 9, 2026, the Company entered into an Exchange and Amendment Agreement with certain investors, pursuant to which such investors exchanged all of their outstanding shares of the Company’s Series A and Series B Convertible Preferred Stock for a combination of newly issued Series C Convertible Preferred Stock, cash, senior secured convertible promissory notes and shares of the Company’s common stock. For purposes of the exchange, the remaining stated value of the Series A Convertible Preferred Stock was valued at 80% of stated value and the Series B Convertible Preferred Stock at 100%, resulting in an aggregate assigned value of approximately $8.38 million.

The Series C Convertible Preferred Stock has a stated value of $1,000 per share and is convertible into shares of the Company’s common stock at fixed conversion prices of $0.30, $0.35 and $0.41 per share, applied to 50%, 25% and 25% of the stated value, respectively, subject to customary anti-dilution adjustments and beneficial ownership limitations. The Series C Convertible Preferred Stock does not accrue dividends unless an event of default occurs under the governing documents.

The senior secured convertible promissory notes bear interest at 12% per annum, matures 17 months from issuance and begins amortizing in equal monthly installments beginning one year after issuance. The notes are convertible into shares of the Company’s common stock at a price equal to 120% of the closing price of the Company’s common stock immediately prior to the exchange date, subject to certain adjustments. The notes are secured by a pledge and security agreement granting the Investors a first-priority security interest in substantially all of the Company’s assets.

The foregoing descriptions of the exchange, the Series C Convertible Preferred Stock and the senior secured convertible promissory notes do not purport to be complete and are qualified in their entirety by reference to the Exhibits filed with the Company’s Current report on Form 8-K filed with the SEC on March 13, 2026.

Discontinuance of Hemp Products

Subsequent to December 31, 2025 the Company determined it to be in the best interest of the Company and its stockholders that we discontinue all lines of business related to hemp or that contain CBD products or its derivatives.

Tru2u.Health Launch

In February 2026, we launched Tru2u.health, a new digitally native health platform that expands the Company’s strategic footprint from traditional dietary supplement manufacturing into integrated supported wellness services. The platform represents an extension of the Company’s operations, designed to support sustainable, recurring revenue models and broaden consumer engagement in the fast-growing digital health market.

Our Products

Kirkman Brand

Our “Kirkman” brand products are manufactured in our FDA registered, cGMP certified facility in Lake Oswego, Oregon. Established in 1949, Kirkman specializes in manufacturing nutritional supplements and is one of the oldest companies dedicated to serving the special needs community.

Our Kirkman brand offers more than 150 products, including probiotics, enzymes, vitamins, multivitamins, amino acids, antioxidants, immune support, essential fatty acids, preconception, prenatal supplements, personal care products and other specialty products. Kirkman treats patients with autism spectrum disorders and special dietary needs through an established network of over 2,000 doctors in over 40 countries. Our Kirkman brand operates in 95% of the major subsegments in the supplement industry. Kirkman has a long-standing loyal customer and consumer base due to the rigorous testing of products in compliance with FDA requirements.

Our products under the Kirkman brand include, but are not limited to, the following:

●	Supplements for Autism;	●	Essential Fatty Acids;
●	Oxytocin;	●	Vitamin B12;
●	Vitamin B6 and Magnesium;	●	Glutathione;
●	Melatonin;	●	Amino Acids;
●	Probiotics;	●	Multivitamins and Minerals; and
●	Digestive Enzymes;	●	Antioxidants.

Our products under the Kirkman brand are focused on:

Digestive enzymes: Over the counter oral digestive enzyme supplements are a combination of proteases, which aid protein digestion; lipases, which aid in fat digestion; and amylases, which aid in carbohydrate digestion. These may be prescribed by a doctor in some cases, when the pancreas does not make enough digestive enzymes on its own. People are increasingly taking over the counter (“OTC”) digestive enzymes in lower doses to support general gut health.

Essential fatty acids: Also called omega-3 fatty acids, essential fatty acids are important digestive chemicals that the body cannot make on its own.

P2i (prenatal) Brand

We launched a certified prenatal vitamin in April 2024 for expectant mothers under the ‘P2i by Kirkman’ brand. These vitamins have been specially formulated by our company to provide essential nutrients for both the mother and the developing fetus. The International Federation of Gynecology and Obstetrics (“FIGO”) published a position statement about toxic chemicals and environmental contaminants in prenatal vitamins. FIGO’s recommendation from the October 2023 position statement highlights that patients should only consume, and clinicians should only prescribe, vitamins and supplements that have been independently assessed to make certain they do not contain contaminants. Manufacturers should be held to a standard of production that assures safety and minimizes contaminants and certification of all prenatal vitamins becomes the standard of care. The FIGO Committee report on Climate Change and Toxic Environmental Exposures brought together global scientists to review reputable reference sources for chemicals that have the potential to impact maternal and newborn health, including the USA Environmental Protection Agency, the European Union, and the California EPA. The group of experts recommended several approaches, including:

	●	Establishing a list of toxic chemicals and contaminants that should be screened for in prenatal vitamins and reduced to de minimis levels; and

●

Conducting assays of existing vitamins to assess ongoing risk to maternal and newborn health. This work can extend to personal exposure risk by offering women testing for the presence of potentially toxic environmental chemicals. Mass spectrometry currently offers the most comprehensive measurement.

This first publication of a list of toxic chemicals and contaminants represents the most comprehensive testing available at present but does not purport to identify or eliminate all potential sources of toxicity.

We are currently the only certified prenatal vitamin in the market that aligns to the FIGO position statement. We have formulated and produced a prenatal vitamin called P2i by Kirkman. There are approximately 3.6 million pregnancies alone in the United States (https://www.cdc.gov/nchs/fastats/births.htm) and the initial market focus for this product will be the United States with the expectation to expand globally since FIGO’s position statement reaches all countries.

The P2i by Kirkman prenatal vitamin has been certified by The FORUM, a nonprofit 501(c)(3) organization dedicated to promoting low-toxicity standards for prenatal healthy products. The FORUM operates under a Memorandum of Understanding (MOU) with FIGO, a globally recognized organization of obstetricians and gynecologists. This MOU establishes a shared objective to reduce environmental toxicity in prenatal products.