Functional Brands Inc. — fact timeline

Functional Brands Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5810(c)(3)(A)(iii), 5550(a)(2)).

“June 9, 2026, Functional Brands Inc. (the “Company”) received a written notification (the “Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that Nasdaq had determined to delist the Company’s common stock from The Nasdaq Capital Market. The Staff Determination was issued pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”). As previously disclosed, on December 30, 2025, the Company received notice from Nasdaq that the closing bid price of the Company’s common stock had been below $1.00 per share fo”

Functional Brands Inc. shareholders approved Approval of the Functional Brands Inc. 2026 Equity Incentive Plan at the 2026-06-01 meeting.

“FOR AGAINST ABSTAIN BROKER NON-VOTE 4,613,683 1,527,837 58,670 1,732,790 Proposal No. 2 was approved by a majority of the votes cast.”

Functional Brands Inc. shareholders approved Approval of an Amendment to the Company's Certificate of Incorporation to Effect a Reverse Stock Split at the 2026-06-01 meeting.

“FOR AGAINST ABSTAIN BROKER NON-VOTE 4,492,117 3,361,162 21,031 n/a The proposal was approved by a majority of the votes cast.”

David R. Wells was appointed as member of the Board of Directors at Functional Brands Inc..

“effective May 18, 2026, David R. Wells was appointed as a member of the Company’s Board and as the Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of the Company”

David R. Wells was appointed as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer at Functional Brands Inc..

“effective May 18, 2026, David R. Wells was appointed as a member of the Company’s Board and as the Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of the Company”

Tariq Rahim changed role as Vice President, Finance at Functional Brands Inc..

“Effective May 18, 2026, Mr. Rahim also ceased serving as the Company’s Chief Financial Officer and transitioned to the role of Vice President, Finance, a non-executive officer position.”

Tariq Rahim resigned as member of the Board of Directors at Functional Brands Inc..

“On May 17, 2026, Tariq Rahim submitted his letter of resignation as a member of the Board of Directors (“Board”) of Functional Brands Inc. (the “Company”), effective immediately.”

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).

“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”).”

David R. Wells was appointed as member of the Board at Functional Brands Inc..

“In connection with Mr. Rahim’s resignation from the Board and transition from his Chief Financial Officer role, effective May 18, 2026, David R. Wells was appointed as a member of the Company’s Board and as the Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of the Company pursuant to a unanimous written consent approved by the Board on May 19, 2026.”

David R. Wells was appointed as Chief Financial Officer at Functional Brands Inc..

“In connection with Mr. Rahim’s resignation from the Board and transition from his Chief Financial Officer role, effective May 18, 2026, David R. Wells was appointed as a member of the Company’s Board and as the Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of the Company pursuant to a unanimous written consent approved by the Board on May 19, 2026.”

Tariq Rahim changed role as Chief Financial Officer at Functional Brands Inc..

“Effective May 18, 2026, Mr. Rahim also ceased serving as the Company’s Chief Financial Officer and transitioned to the role of Vice President, Finance, a non-executive officer position.”

Tariq Rahim resigned as member of the Board of Directors at Functional Brands Inc..

“On May 17, 2026, Tariq Rahim submitted his letter of resignation as a member of the Board of Directors (“Board”) of Functional Brands Inc. (the “Company”), effective immediately.”

Functional Brands Inc. reported first quarter ended March 31, 2026 results: revenue $1,645,524.

“in wellness and performance products, today announced financial results for the first quarter ended March 31, 2026. First Quarter 2026 Financial Highlights ● Revenue grew to $1.65 million, up 3.5% from $1.59 million in the prior year period, reflecting continued momentum across the Company’s brand portfolio. ● Gross profit increased to $0.96 million from $0.87”

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).

“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.”

Functional Brands Inc. reported financial results for fourth quarter and full-year ended December 31, 2025.

“On March 30, 2026, Functional Brands, Inc. (the “Company”), issued a press release regarding the Company’s financial results for its fourth fiscal quarter and fiscal year ended December 31, 2025, and certain recent corporate developments.”

Functional Brands Inc.: Filed Certificate of Designation establishing Series C Convertible Preferred Stock (effective 2026-03-12).

“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.”

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.

“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”

Functional Brands Inc. entered into Security Agreement with Leonite Fund I, LP, Kips Bay Select LP, FirstFire Global Opportunities Fund, LLC and 3i LP.

“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.”

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.

“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.”

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).

“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”).”

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).

“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”

Functional Brands Inc. entered into Series A Convertible Preferred Stock Purchase Agreement with Helena Global Investment Opportunities 1 Ltd. valued at an aggregate of $180,330.00 (effective 2025-12-30).

“On December 30, 2025, Functional Brands Inc. (the “Company”) entered into a Series A Convertible Preferred Stock Purchase Agreement (the “SPA”) with Helena Global Investment Opportunities 1 Ltd. (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 12,022 shares (the “Purchase”). The purchase price for the Purchase was $15.00 per share or an aggregate of $180,330.00, which the Company funded from its available working capital.”

Functional Brands Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“December 30, 2025, Functional Brands Inc. (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Nasdaq deficiency letter has no immediate effect on the listing of the Company’s common stock”

Functional Brands Inc.: Filed Certificates of Designations for Series A and B Preferred Stock (effective 2025-10-09).

“On October 9, 2025, the Company filed Certificates of Designations, Preferences and Rights for the purpose of designating and establishing the Company’s Series A Preferred and the Series B Preferred.”