Functional Brands repurchases 12,445 Series A Preferred shares for $622,250 to reduce dilution

Functional Brands Inc.

Company bought back all 12,445 Series A Preferred shares held by Evergreen Capital Management LLC at $50/share ($622,250 total).
Purchase funded from available working capital; shares will be cancelled, reducing potential dilution from conversion.
In exchange, Company agreed to file an S-1 registration statement for up to 171,000 common shares held by Seller within 90 days.
The SPA includes mutual releases of claims related to the Series A Preferred and prior purchase agreement.
Transaction closed February 6, 2026; ongoing effort to minimize dilution for common stockholders.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Functional Brands Inc. entered into Series A Convertible Preferred Stock Purchase Agreement with Evergreen Capital Management LLC valued at $50.00 per share or an aggregate of $622,250.00 (effective 2026-02-05).

Action: entry
Agreement: equity purchase
Counterparty: Evergreen Capital Management LLC
Value: $50.00 per share or an aggregate of $622,250.00
Effective: 2026-02-05

Exact text from the filing

On February 5, 2026, Functional Brands Inc. (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 $622,250.00

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Source: SEC EDGAR

accession 0001213900-26-013392

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