UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 11, 2026

FUNCTIONAL BRANDS INC.

(Exact name of Registrant as Specified in its Charter)

6400 SW Rosewood Street

Lake Oswego, Oregon 97035

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s Telephone Number, Including Area Code): (800) 245-8282

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 1.01 Entry into a Material Definitive Agreement.

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.

Pursuant to the Agreement, the conversion price applicable to the Series C Preferred Stock during the Fixed Conversion Period was reduced to $0.1636 per share of common stock, the market price of such stock at the time of the execution of the Agreement, replacing the existing tiered conversion prices and related tier allocation under the Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on or about March 12, 2026 (the “Series C Certificate”). The Company and the holders also waived the prohibition on below-price conversions under the Series C Certificate with respect to conversions at the reduced conversion price.

The Agreement further provides that the Company will file an amendment to the Series C Certificate with the Secretary of State of the State of Delaware to conform the Series C Certificate to the terms of the Agreement. In addition, any unpaid Cash Consideration under the Exchange and Amendment Agreement, dated March 9, 2026, will be added to and capitalized as additional principal under the applicable holders’ existing exchange notes, except that such additional principal and any interest thereon will be unsecured.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.