Functional Brands reduces Series C conversion price to $0.1636; waives below-price prohibition

Functional Brands Inc.

Conversion price for Series C Preferred reduced to $0.1636/share, replacing tiered structure.
Below-price conversion prohibition waived during Fixed Conversion Period for all holders.
Company must file Certificate amendment within 3 business days; failure triggers Event of Default.
Unpaid Cash Consideration added as unsecured principal to existing senior secured convertible notes.
Add-Back Principal convertible at 100% of prior day's market price; no collateral or guarantee.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Functional Brands Inc. entered into Conversion Price Reduction and Waiver Agreement with holders of the Company's Series C Convertible Preferred Stock valued at Conversion price reduced to $0.1636 per share; unpaid Cash Consideration under Exchange and Amendmen (effective 2026-05-11).

Action: entry
Counterparty: holders of the Company's Series C Convertible Preferred Stock
Value: Conversion price reduced to $0.1636 per share; unpaid Cash Consideration under Exchange and Amendmen
Effective: 2026-05-11

Exact text from the filing

On May 11, 2026, Functional Brands Inc. (the “Company”) entered into a Conversion Price Reduction and Waiver Agreement (the “Agreement”) with all of the holders of the Company’s Series C Convertible Preferred Stock.

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Functional Brands Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-054617

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