Functional Brands to acquire BullionFX's Alchemy gold-backed DeFi platform for $142.9M in stock

Functional Brands Inc.

Transaction valued at $142.9M paid in 100,000 shares of new Series D Preferred Stock; conversion to common (98.28% of outstanding) requires stockholder approval.
Acquisition of Alchemy, a blockchain-based settlement platform anchored by physical gold; target closing Q2/Q3 2026 subject to due diligence, regulatory approvals, and $10M equity financing.
Series D Preferred Stock has liquidation preference of 2x stated value (~$285.8M), grants seller a board seat, and includes protective provisions on major corporate actions.
Break-fee of $100k (or $2M if superior proposal emerges); seller may receive up to $100k expense reimbursement.
Press release quotes CEO Eric Gripentrog and founder Stephen Moss on strategic rationale; management expects to use MEHA as consolidation vehicle in tokenized gold DeFi.

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 Asset Purchase Agreement with BullionFX valued at 100,000 shares of a newly created series of preferred stock of the Company (the “Series D Preferred (effective 2026-05-22).

Action: entry
Agreement: asset purchase
Counterparty: BullionFX
Value: 100,000 shares of a newly created series of preferred stock of the Company (the “Series D Preferred
Effective: 2026-05-22

Exact text from the filing

On May 22, 2026, Functional Brands Inc. (the “Company”, “we” and “us”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with BullionFX (the “Seller”) to purchase certain assets and intellectual property of the Seller, including its Alchemy product, a blockchain-based financial ecosystem designed around auditable physical gold (the “BullionFX Assets”), in exchange for 100,000 shares of a newly created series of preferred stock of the Company (the “Series D Preferred Stock”) with an expected value of $142,900,000 (the “Transaction”).

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Source: SEC EDGAR

accession 0001213900-26-060328

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