---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-013392"
form_type: "8-K"
ticker: "MEHA"
cik: "0001837254"
company_name: "Functional Brands Inc."
filed_at: "2026-02-09T23:59:59+00:00"
generated_at: "2026-05-16T03:56:09.211342+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001213900-26-013392
- form_type: 8-K
- ticker: MEHA
- cik: 0001837254
- company_name: Functional Brands Inc.
- filed_at: 2026-02-09T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1837254/000121390026013392/0001213900-26-013392-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1837254/000121390026013392/ea0275973-8k_function.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-013392
- JSON: https://secwatch.observer/filing/0001213900-26-013392.json
- Plain text: https://secwatch.observer/filing/0001213900-26-013392.txt

## Key facts
- Material Agreements
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1837254/000121390026013392/0001213900-26-013392-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.