UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 7.01. Regulation FD Disclosure.
On May 27, 2026, Functional Brands Inc. (the “Company”) issued a press release announcing the adjournment of the Special Meeting (as defined below), which is furnished herewith as Exhibit 99.1 and incorporated by reference into this Item 7.01 by reference in its entirety.
The information in this Item 7.01, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 8.01. Other Events.
On May 28, 2026, Functional Brands Inc. held its Special Meeting of Stockholders (the “Special Meeting”). As of the time the Special Meeting was convened, there were not sufficient shares present, in person or by proxy, to constitute a quorum under the Company’s bylaws.
Accordingly, the Special Meeting was adjourned until 10:00 a.m. Pacific Time, 1:00 p.m. Eastern Time, on Monday, June 1, 2026, virtually via webcast, to permit additional time for the Company to solicit additional proxies and to achieve the required quorum for the transaction of business.
No changes have been made to the proposals to be voted on at the Special Meeting. Stockholders of record as of April 16, 2026, the original record date, will continue to be entitled to vote at the reconvened Special Meeting.
The Company strongly encourages any eligible stockholder that has not yet voted their shares or provided voting instructions to their broker or other record holder to do so promptly.
Forward Looking Statements
This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, statements regarding the reconvening of the Special Meeting, the Company’s ability to achieve the required quorum, and the outcome of the proposals to be voted on at the Special Meeting. Words like "believes," "expects," "anticipates," "intends," "may," "will," "would," or the negative thereof or other variations thereon or comparable terminology are used to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Such risks and uncertainties include, without limitation, the risk that the Company will be unable to obtain the required quorum or stockholder approval at the reconvened Special Meeting, uncertainties relating to the proxy solicitation process, and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and other periodic reports. All forward-looking statements speak only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 27, 2026 | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
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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.
| Date: May 28, 2026 | FUNCTIONAL BRANDS INC. | |
| By: | /s/ Eric Gripentrog | |
| Name: | Eric Gripentrog | |
| Title: | Chief Executive Officer | |
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