--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-26-027715" form_type: "8-K" ticker: "MEHA" cik: "0001837254" company_name: "Functional Brands Inc." filed_at: "2026-03-13T23:59:59+00:00" generated_at: "2026-05-15T12:39:38.066116+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "medium" source: SEC EDGAR --- # Functional Brands exchanges Series A/B pref for $6M Series C, notes, cash, stock ## Summary - Exchange of Series A (80% of stated value) and Series B (100%) for aggregate $8.378M assigned value. - Consideration: $6.032M Series C convertible at $0.30/$0.35/$0.41 per share, $900K cash, $837.8K 12% secured notes, 5.19M common shares. - Notes mature in 17 months, 12% interest, convertible at 120% of closing price on exchange date; company granted blanket security interest. - Series C carries no dividends unless default; company may repurchase at stated value; holders capped at 4.99% beneficial ownership. ## SEC filing metadata - accession: 0001213900-26-027715 - form_type: 8-K - ticker: MEHA - cik: 0001837254 - company_name: Functional Brands Inc. - filed_at: 2026-03-13T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: medium - sec_items: 1.01, 2.03, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1837254/000121390026027715/0001213900-26-027715-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1837254/000121390026027715/ea0281274-8k_functional.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-26-027715 - JSON: https://secwatch.observer/filing/0001213900-26-027715.json - Plain text: https://secwatch.observer/filing/0001213900-26-027715.txt ## Key facts - Debt Financings Functional Brands Inc. incurred senior notes of $837,800 in principal amount of Notes with Leonite Fund I, LP, Kips Bay Select LP, FirstFire Global Opportunities Fund, LLC and 3i LP at bear interest at 12% per annum maturing seventeen (17) months from the date of issuance. - Instrument: senior notes - Principal: $837,800 in principal amount of Notes - Counterparty: Leonite Fund I, LP, Kips Bay Select LP, FirstFire Global Opportunities Fund, LLC and 3i LP - Rate: bear interest at 12% per annum - Maturity: seventeen (17) months from the date of issuance - Event: incurrence source text: of a registration statement covering Common Stock to be issued in connection with a proposed equity line of credit or 90 days after the date of the Exchange Agreement, (iii) $837,800 in principal amount of Notes and (iv) 5,190,171 shares of Common Stock. The Investors also agreed not to sell any shares of Common Stock in the open market prior to the record evidence_url: https://www.sec.gov/Archives/edgar/data/1837254/000121390026027715/0001213900-26-027715-index.htm - Governance Changes Functional Brands Inc.: Filed Certificate of Designation establishing Series C Convertible Preferred Stock (effective 2026-03-12). - Change: charter amendment - Effective: 2026-03-12 source text: On March 12, 2026, the Company filed the Certificate of Designation, Preferences and Rights for the purpose of designating and establishing the shares of the Series C Preferred, with the Secretary of State of the State of Delaware. evidence_url: https://www.sec.gov/Archives/edgar/data/1837254/000121390026027715/0001213900-26-027715-index.htm - Material Agreements Functional Brands Inc. entered into Notes with Leonite Fund I, LP, Kips Bay Select LP, FirstFire Global Opportunities Fund, LLC and 3i LP valued at $837,800. - Action: entry - Agreement: notes offering - Counterparty: Leonite Fund I, LP, Kips Bay Select LP, FirstFire Global Opportunities Fund, LLC and 3i LP - Value: $837,800 source text: The aggregate consideration paid for the exchange consists of (i) $6,032,160 in stated value of Series C Preferred, (ii) $900,000 in cash, $450,000 payable immediately and $450,000 to be paid upon the earlier of effectiveness of a registration statement covering Common Stock to be issued in connection with a proposed equity line of credit or 90 days after the date of the Exchange Agreement, (iii) $837,800 in principal amount of Notes and (iv) 5,190,171 shares of Common Stock. evidence_url: https://www.sec.gov/Archives/edgar/data/1837254/000121390026027715/0001213900-26-027715-index.htm - Material Agreements Functional Brands Inc. entered into Exchange Agreement with Leonite Fund I, LP, Kips Bay Select LP, FirstFire Global Opportunities Fund, LLC and 3i LP valued at aggregate assigned stated value of $8,378,000 (effective 2026-03-09). - Action: entry - Counterparty: Leonite Fund I, LP, Kips Bay Select LP, FirstFire Global Opportunities Fund, LLC and 3i LP - Value: aggregate assigned stated value of $8,378,000 - Effective: 2026-03-09 source text: Effective as of March 9, 2026, Functional Brands Inc. (the “Company”) entered into the Exchange Agreement with Leonite Fund I, LP, Kips Bay Select LP, FirstFire Global Opportunities Fund, LLC and 3i LP (collectively, the “Investors”) pursuant to which the Investors agreed to exchange all of the Company’s Series A and Series B Convertible Preferred Stock held by such Investors for a combined consideration package consisting of shares of the Company’s new Series C Convertible Preferred Stock (the “Series C Preferred”), cash, Notes and shares of the Company’s common stock , par value $0.00001 per share (the “Common Stock”). evidence_url: https://www.sec.gov/Archives/edgar/data/1837254/000121390026027715/0001213900-26-027715-index.htm - Material Agreements Functional Brands Inc. entered into Security Agreement with Leonite Fund I, LP, Kips Bay Select LP, FirstFire Global Opportunities Fund, LLC and 3i LP. - Action: entry - Counterparty: Leonite Fund I, LP, Kips Bay Select LP, FirstFire Global Opportunities Fund, LLC and 3i LP source text: In order to secure its obligations under the Notes, the Exchange Agreement and related documents, the Company has granted the Investors a security interest in and lien on substantially all of the assets of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1837254/000121390026027715/0001213900-26-027715-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.