US Market News
2週前
Functional Brands Enters into Agreement to Acquire Alchemy, a Gold-Backed Blockchain Settlement Platform, in a $142.9 Million TransactionMay 22, 2026 9:00 AM
NewsfileDefinitive agreement signed; management communicates rationale targeting activation in Q3 2026; gold-backed DeFi platform designed to deliver above-market yield on physical gold positions - compared to near 0% for traditional gold ETFs.Lake Oswego, Oregon--(Newsfile Corp. - May 22, 2026) - Functional Brands Inc. (NASDAQ: MEHA) ("Functional Brands" or the "Company") today announced the execution of a definitive agreement for the acquisition of assets from BullionFX, including its Alchemy technology platform; a vertically integrated, gold-backed blockchain settlement layer and decentralized finance (DeFi) ecosystem targeting retail, institutional, and blockchain markets (the "Acquired Assets"). The transaction is valued at $142.9 million in an all-stock asset acquisition and has been unanimously approved by the boards of directors of both companies. Management views the platform as differentiated from existing tokenized-gold products by the depth and integration of its technology stack (more information available at www.alchemy.xyz)."Gold is having a generational moment, and we expect the acquisition of the Alchemy technology suite will give us the infrastructure to be at the center of it. A full-stack, gold-backed DeFi platform that no publicly listed company currently owns. We're excited to close this transaction and commercialize the plan," said Eric Gripentrog, CEO Functional Brands."We are excited to bring the Alchemy ecosystem to Retail, Institutional, and Blockchain markets. We are quickly moving into an era where bridged traditional and decentralized financial products, along with user self-custody, trustless systems, and stability are set to revolutionize the financial industry as we know it," said Stephen Moss, Founder BullionFX | Alchemy.Transaction SummaryThe transaction is an all-stock asset acquisition valued at $142.9 million, unanimously approved by the boards of both Functional Brands and BullionFX. Closing remains subject to conditions including, but not limited to, due diligence, regulatory approvals, and a valuation. Following the binding LOI dated May 11, 2026, both parties executed the definitive agreements on May 22, 2026.The Market OpportunityGold reached all-time highs in 2025, driven by central-bank purchasing, geopolitical tension, and growing demand for non-sovereign stores of value. Yet existing tokenized-gold products remain functionally limited — price exposure with no yield, no programmability, and no ecosystem. Alchemy's decentralized ecosystem is built on the stability of gold, providing stable backing to various products, including USD deposits, and has been designed to disrupt three core markets:Retail. Self-custody and stablecoins have given users sovereignty and price stability, but existing blockchain products fall short of the everyday utility needed for a stablecoin to function as real money. Alchemy delivers that missing layer: a decentralized platform built around USD and gold, combining stability with the practical functionality required for payments, yield, DeFi, and broader ecosystem use.Institutional. Bridging traditional and decentralized financial products opens the door to a new class of "fused" instruments — combining low-cost debt with high offsets and yields to outperform legacy markets. Alchemy has built a suite of market-leading yield engines that generate above-market returns on USD and gold, making MEHA extremely well positioned to be able to activate a pipeline of institutional applications: above-market-yielding exchange-listed USD and gold funds, yield-bearing loan offsets, and products that remove counterparty bank risk by holding USD exposure as physically-backed, hedged gold.Blockchain. Blockchain markets are inherently volatile and unstable, which has capped what can be built on them. Alchemy changes the substrate: a Layer 2 secured by Ethereum and denominated in gold, giving developers a stable foundation for the next generation of financial and non-financial applications.Strategic Rationale & Go-Forward ConsolidationManagement believes that, as a Nasdaq-listed operating company with established public-market disclosure and governance infrastructure, the Company is well-positioned to serve as a consolidation vehicle in the tokenized real-world-asset and gold-anchored DeFi segments. The Company's listed stock provides a recognized acquisition currency for evaluating complementary technology and protocol opportunities as the sector matures.About Functional Brands Inc.Functional Brands Inc. (NASDAQ: MEHA) is focused on becoming a diversified operating company with two business lines: an established wellness and performance products division and a newly acquired gold-backed DeFi technology platform. The Company's wellness portfolio includes Kirkman®, one of the most trusted names in nutritional supplements for over 75 years with products available in more than 35 countries; P2i™ by Kirkman® Prenatal Multivitamin & Multimineral, the first prenatal supplement to align with FIGO standards and comply with California SB 646; and Tru2u.health, a consumer-facing telehealth and wellness platform. Functional Brands operates an FDA-registered, cGMP-compliant manufacturing facility in Oregon. For more information, visit www.functionalbrandsinc.com, www.kirkmangroup.com, or www.tru2u.health.Investor Relations Contact: FunctionalBrands@icrinc.comCautionary Note Regarding Forward-Looking StatementsThis news release and statements of Functional Brands' management in connection with this news release or related events contain or may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements related to the closing of the asset acquisition, including the satisfaction of closing conditions, the timing associated therewith and dilution caused thereby, the anticipated benefits of the acquisition, the commercialization plan and its phases and timing, projected commercialization costs, the construction and deployment of an on-balance-sheet treasury, the potential establishment or listing of one or more Stable Asset Treasury vehicles, the design-stage yield estimates described herein, the development of any TradFi Fusion Product concepts, and the Company's longer-term consolidation rationale. Forward-looking statements often contain words such as "expects," "anticipates," "intends," "plans," "believes," "potential," "targets," "will," "should," "could," "would," "may," and similar words. These statements are based on information available as of the date of this news release and represent management's current views and assumptions. Forward-looking statements are not guarantees of future performance, events, or results.Important factors that may cause actual results to differ materially include: the ability of the parties to satisfy the conditions to closing; the occurrence of any event giving rise to termination of the asset purchase agreement; the outcome of any legal proceedings; the ability to obtain regulatory and other approvals on a timely basis or at all; difficulties and delays in transferring, integrating, and commercializing the Acquired Assets; the cost, timing, and capital requirements of the commercialization plan; the volatility of digital-asset markets and the price of gold; the evolving regulatory environment for tokenized real-world assets, stablecoins, DeFi protocols, treasury vehicles, and consumer digital-asset applications in the United States and globally; cybersecurity, smart-contract, and operational risks inherent in blockchain-based products; the Company's ability to obtain additional capital on favorable terms or at all; the dilutive effect on existing stockholders of the preferred shares issued as part of the acquisition, and the conversion thereof, and any subsequent financings; the concentration of consideration share ownership; uncertainty as to the long-term value of the Company's common stock; the Company's going concern status and dependence on future capital raises; NASDAQ listing compliance requirements and bid price maintenance; and tax and other factors.This release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. Readers are cautioned not to place undue reliance on forward-looking statements, which apply only as of the date of this news release. Investors should review Functional Brands' filings with the SEC, including the Registration Statement on Form S-1 filed October 16, 2025, and the Annual Report on Form 10-K filed March 27, 2026, available at www.sec.gov. The Company does not undertake to update forward-looking statements except as required by law.To view the source version of this press release, please visit https://www.newsfilecorp.com/release/298553 Original: Functional Brands Enters into Agreement to Acquire Alchemy, a Gold-Backed Blockchain Settlement Platform, in a $142.9 Million Transaction
US Market News
3週前
Functional Brands Announces First Quarter 2026 Financial ResultsMay 18, 2026 8:00 AM
NewsfileLake Oswego, Oregon--(Newsfile Corp. - May 18, 2026) - Functional Brands Inc. (NASDAQ: MEHA), a leading innovator in wellness and performance products, today announced financial results for the first quarter ended March 31, 2026.First Quarter 2026 Financial HighlightsRevenue 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 million in the prior year period and gross margin increased 390 basis points to 58.4%, driven by continued focus on higher margin channels.Operating loss increased to $0.68 million from $0.03 million in the prior year period, largely reflecting expenses related to becoming a public company.Net loss of $7.0 million reflected a $6.3 million of non-cash GAAP charge on equity exchange. Strategic HighlightsContinued expansion of Kirkman® distribution across eCommerce, retail, and international channels.Tru2u.health platform gaining traction with growing registered user base.P2i™ Prenatal line achieving broader practitioner and retail placement following iHerb listing.Strategic AI partnership with partnrup.ai driving qualified traffic acquisition for Tru2u.health.Entered into a binding letter of intent regarding the acquisition of intellectual property and related blockchain-based assets. Completed a capital structure simplification."Our recent results reflect important strategic and operational progress, including revenue growth, a 390 basis point expansion of gross margin, and the completion of a simplification of our capital structure," said Eric Gripentrog, CEO of Functional Brands Inc. "Over the past several months, we've executed a series of key initiatives that mark a pivotal period in the Company's evolution and establish a strong foundation for sustainable, profitable growth."Financial Results for the Quarter Ended March 31, 2026: RevenueNet revenue for the three months ended March 31, 2026 was $1,645,524 compared to $1,590,256 for the three months ended March 31, 2025 representing an increase of approximately 3.5%. This increase of $55,268 in net revenue was primarily due to the increase in the demand from our direct-to-consumer sales channel.Gross profitGross profit for the three months ended March 31, 2026 was $961,133 compared to 866,764 representing an increase of 11%. This increase of $94,369 was primarily due to the increase in demand from direct-to-consumer sales channel and operational efficiencies. Gross profit margin increased 390 basis points to 58.4%, driven by continued focus on higher margin channels.Sales and marketing expensesSales and marketing expenses for the three months ended March 31, 2026, was $263,707 compared to $178,630 for the three months ended March 31, 2025, representing an increase of approximately 48%. This increase of $85,077 was primarily due to the increase in amazon referral fees and commissions moving from a wholesaler model to a Direct Seller's Central model.General and administrative expensesGeneral and administrative expenses for the three months ended March 31, 2026 was $1,380,231, compared to $720,234 for the three months ended March 31, 2025, representing an increase of approximately 92%. This increase of $659,997 was primarily attributable to an increase professional fees and payroll.Other income / (expenses)Other income /expense for the three months ended March 31, 2026 was a negative $6,307,984 compared to a negative of $94,682 for the three months ended March 31, 2025. This increase of $6,213,302 was primarily due to the loss on issuance of preferred stock of $6,310,464, a reduction in interest expense of $69,290, and a change of fair value of derivative liability of $25,374.About Functional Brands Inc.
Functional Brands Inc. (NASDAQ: MEHA) is a leading innovator in wellness and performance products dedicated to Making Everyone Healthy Again™. The Company's portfolio includes Kirkman®, one of the most trusted names in nutritional supplements for over 75 years with products available in more than 35 countries; P2i™ by Kirkman® Prenatal Multivitamin & Multimineral, the first prenatal supplement to align with FIGO standards and comply with California SB 646; and Tru2u.health, a consumer-facing telehealth and wellness platform. Functional Brands operates an FDA-registered, cGMP-compliant manufacturing facility in Oregon.For more information, visit www.functionalbrandsinc.com and www.kirkmangroup.com, and www.Tru2u.health.Investor Relations Contact:FunctionalBrands@icrinc.comCautionary Note Regarding Forward-Looking StatementsThis news release and statements of Functional Brands' management in connection with this news release or related events contain or may contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements (including statements related to the closing, and the anticipated benefits to the Company, of the private placement described herein) related to future events, which may impact our expected future business and financial performance, and often contain words such as "expects," "anticipates," "intends," "plans," "believes," "potential," "will," "should," "could," "would," "optimistic" or "may" and other words of similar meaning. These forward-looking statements are based on information available to us as of the date of this news release and represent management's current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve significant known and unknown risks, uncertainties and other factors which may be beyond our control. Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the ability of the parties to negotiate final terms of a definitive acquisition agreement, the closing of the contemplated asset purchase agreement, including expected conditions to closing which are anticipated to include regulatory approvals, valuations, and future shareholder approvals; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the Company or BullionFX (collectively, the "LOI Parties") to terminate the LOI agreement; the effect of such termination; the outcome of any legal proceedings that may be instituted against LOI Parties or their respective directors or officers; the ability to obtain regulatory and other approvals and meet other closing conditions for the asset acquisition on a timely basis or at all, including the risk that any regulatory and other approvals required may not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the transaction; the ability to obtain any necessary approval by the Company's stockholders on the expected schedule of the transactions contemplated by the LOI; difficulties and delays in integrating BullionFX's assets in the Company; prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the parties; potential adverse reactions or changes to business relationships resulting from the announcement of the LOI and future expected acquisition; uncertainty as to the long-term value of the common stock of the Company following the acquisition; the significant dilution to the Company's stockholder in connection with the acquisition; the continued availability of capital and financing following the potential acquisition transaction; the business, economic and political conditions in the markets in which the LOI Parties operate; and the fact that the Company's reported earnings and financial position may be adversely affected by tax and other factors.Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. Potential investors should review Functional Brands' Registration Statement filed with the SEC on Form S-1 on October 16, 2025 and the Company's Annual Report on Form 10-K filed with the SEC on March 27, 2026 for more complete information, including the risk factors that may affect future results, which are available for review at www.sec.gov. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.FUNCTIONAL BRANDS INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In U.S. dollars, except share data or otherwise noted)
March 31, December 31,
2026 2025Assets
Current assets:
Cash$1,077,967
$2,726,696
Accounts receivable, net
372,712
518,474
Inventories, net
1,591,548
1,549,511
Prepaid expenses and other current assets
355,096
392,999
Total current assets
3,397,323
5,187,680
Noncurrent assets:
Property and equipment, net
32,797
37,379
Right-of-use assets, net
1,579,814
1,667,693
Intangible assets, net
1,385,879
1,397,411
Goodwill
818,139
818,139
Total non-current assets
3,816,629
3,920,622
Total assets$7,213,952
$9,108,302
Liabilities and stockholders' equity / (deficit)
Current liabilities:
Accounts payable and accrued liabilities$1,645,659
$1,554,243
Line of credit
-
8,109
SBA loan, current
3,614
3,595
Lease liabilities, current
375,479
371,272
Other current liabilities
30,678
41,828
Derivative liabilities, current
-
3,306,745
Liability with conditional timing
450,000
-
Loans payable (related party), current
64,527
61,642
Loans payable
267,883
402,650
Total current liabilities
2,837,840
5,750,084
Non-current liabilities:
Lease liabilities, net of current
1,340,313
1,435,505
SBA loan, net of current
135,957
136,873
Convertible note
837,800
-
Derivative liabilities, noncurrent
313,392
-
Preferred shares liabilities
6,032,160
-
Loan payable (related party), net of current
227,254
244,509
Total non-current liabilities
8,886,876
1,816,887
Total liabilities
11,724,716
7,566,971
Stockholders' equity / (deficit)
Series A Preferred stock, par value $0.001 stated value $100, 100,000 shares authorized in 2026 and 2025; 0 and 87,445 shares issued and outstanding, respectively
-
87
Series B Preferred stock, par value $0.001 stated value $100, 80,000 authorized in 2026 and 2025; 2,400 and 28,475 shares issued and outstanding, respectively
2
28
Series C Preferred stock, par value $0.001 stated value $1,000, 6,100 and 0 authorized in 2026 and 2025; 6,032 and 0 shares issued and outstanding, respectively
-
-
Common stock, $0.00001 par value, 220,000,000 shares authorized, 21,354,686 and 18,704,649 shares outstanding, and 5,190,171 and 0 shares to be issued respectively.
267
187
Additional paid-in capital
9,538,131
8,522,354
Accumulated deficit
(14,049,164)
(6,981,325)Total stockholders' equity / (deficit)
(4,510,764)
1,541,331
Total liabilities and stockholders' equity / (deficit)$7,213,952
$9,108,302
The accompanying notes are an integral part of these unaudited consolidated financial statements.FUNCTIONAL BRANDS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In U.S. dollars, except share data or otherwise noted)
Three
Months
Ended Three
Months
Ended
March 31, March 31,
2026 2025Revenue, net of returns
1,645,524
1,590,256
Cost of goods sold
684,391
723,492
Gross profit
961,133
866,764
Operating expenses
Sales and marketing
263,707
178,630
General and administrative
1,380,231
720,234
Total operating expenses
1,643,938
898,864
Operating loss
(682,805)
(32,100)Other income / (expense)
Interest income
2,910
299
Other income
-
113
Interest expense
(25,804)
(95,094)Change in fair value of derivative liabilities
25,374
-
Loss on issuance of preferred stock
(6,310,464)
-
Total other income / (expense)
(6,307,984)
(94,682)Net loss$(6,990,789) $(126,782)Net loss per share of common stock attributable to common stockholders
-
Basic$(0.36) $(0.02)Diluted$(0.36) $(0.02)Weighted average shares used in computing net loss per share of common stock
Basic
19,594,102
6,917,226
Diluted
19,594,102
6,917,226
The accompanying notes are an integral part of these unaudited consolidated financial statements.FUNCTIONAL BRANDS INC.
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
(In U.S. dollars, except share data or otherwise noted)
Three
Months
Ended Three
Months
Ended
March 31, March 31,
2026 2025Cash flows from operating activities:
Net loss$(6,990,789) $(126,782)Reconcile net loss to cash provided by operating activities
Allowance for doubtful accounts receivable
-
(1,968)Allowance for inventory obsolescence
-
18,464
Depreciation of property and equipment
4,582
6,225
Amortization of right-of-use assets
87,879
80,355
Amortization of intangible assets
11,532
11,532
Stock-based compensation
123,288
252,905
Financing expense on warrants
-
23,138
Change in fair value of derivative liabilities
(25,374)
-
Loss on issuance of preferred stock
6,310,464
-
Dividends
(77,050)
-
Changes in operating assets and liabilities:
Accounts receivable
145,762
5,841
Inventories
(42,037)
(111,142)Prepaid expenses and other current assets
37,903
17,029
Accounts payable and accrued liabilities
91,416
86,959
Other current liabilities
(11,150)
(7,065)Lease liabilities
(90,985)
(79,498)Net cash provided by (used in) operating activities
(424,559)
175,993
Cash flows from investing activities:
Net cash used in investing activities:
-
-
Cash flows from financing activities:
Deferred offering costs
-
(127,775)Payments for payable for acquisition
-
(44,999)Repayment of liability conditional timing
(450,000)
-
Repayment of loans
(149,137)
(1,685)Buyback of preferred stock
(616,027)
-
Proceeds from line of credit
-
48,947
Line of credit repayment
(8,109)
(47,598)SBA loan repayment
(897)
(894)Net cash used in financing activities
(1,224,170)
(174,004)
Increase (decrease) in cash
(1,648,729)
1,989
Cash beginning of period
2,726,696
211,642
Cash, end of period$1,077,967
$213,631
Supplemental disclosures of cash flow information
Cash paid for interest$19,469
$71,980
Non-cash investing and financing activities
Declaration of preferred stock dividend recorded as an increase in accrued liabilities
77,050
-
Extinguishment of Series A&B preferred shares$(97)
Derecognition of derivative liabilities upon extinguishment of Series A&B preferred shares$(3,027,287)
Issuance of Series C preferred shares$(6,032,160)
Recognition of Series C convertible notes$(837,000)
Recognition of derivative liabilities upon issuance of Series C preferred shares & convertible notes$(529,854)
The accompanying notes are an integral part of these unaudited consolidated financial statements.To view the source version of this press release, please visit https://www.newsfilecorp.com/release/297768 Original: Functional Brands Announces First Quarter 2026 Financial Results
US Market News
4週前
Functional Brands Inc. Signs Binding Letter of Intent for the Acquisition of the Assets of BullionFX | Alchemy for $142.9 millionMay 11, 2026 8:00 AM
NewsfileStrategic acquisition of BullionFX | Alchemy assets is expected to position MEHA to develop a decentralized gold-backed financial ecosystem anchored by an auditable physical gold infrastructureLake Oswego, Oregon--(Newsfile Corp. - May 11, 2026) - Functional Brands Inc. (NASDAQ: MEHA) (the "Company"), a leading innovator in wellness and performance products, today announced it has executed a binding Letter of Intent ("LOI") to acquire the assets of BullionFX, including its core product Alchemy (collectively, the "BullionFX Assets"), in an all-stock transaction valued at approximately $142.9 million. The transaction contemplated by the LOI represents a strategic asset acquisition that is expected to provide the Company with access to technology, infrastructure and intellectual property associated with the BullionFX Assets, a blockchain-based financial ecosystem designed around auditable physical gold. Upon closing and operationalization, the BullionFX Assets are expected to support the development of products and infrastructure intended to enable retail and institutional users to access gold-linked digital financial applications, including payments, above-market yield and decentralized finance functionalities. The BullionFX Assets also include technology designed to facilitate interoperability between traditional financial systems and blockchain-based networks, including infrastructure developed on Ethereum. The acquisition of the BullionFX Assets is a natural extension of Functional Brands' core strategy of identifying innovative products and platforms that address emerging consumer needs and create long-term value for shareholders.The BullionFX Assets offer a comprehensive DeFi ecosystem in which every unit of digital value is directly tied to auditable physical gold held by independent custodians. The platform's architecture supports gold and USD backed stablecoins, lending and borrowing protocols, yield products, and cross-chain interoperability; all underpinned by real-time attestation of gold reserves through third-party institutional grade audit mechanisms."This transaction will be transformational for Functional Brands and our shareholders," said Eric Gripentrog, CEO of Functional Brands Inc. "The BullionFX Assets are expected to enable us to create what we believe is the most credible bridge between physical gold markets and decentralized finance. A fully auditable, real collateral with a protocol designed for institutional and retail participants alike. We are proud to formalize our commitment to bring this ecosystem into the public markets."Stephen Moss, creator and developer of the BullionFX Assets commented, "Bringing Alchemy to the Nasdaq will provide market access and institutional credibility our platform needs to accelerate its mission: delivering a stable, transparent financial ecosystem to retail users while bridging traditional and decentralized financial products. This convergence allows institutions to offer competitive products that the traditional sector alone cannot provide, as we enter a new era of financial innovation. We look forward to working with the MEHA management team to utilize the BullionFX Assets to launch a number of leading institutional products - including high-yielding exchange-traded funds denominated in gold and USD, and a USD stablecoin backed by physical gold, free from the counterparty risk inherent in holding USD within the centralized banking system."Simon Rahme, co-creator and developer, expanded, "Every major financial ecosystem requires a stable foundation. Blockchain has had the infrastructure - what it has lacked is the right asset to build on. Alchemy's blockchain has been built to run on $GOLD - physical metal, vaulted and audited - giving developers and institutions a settlement layer with five thousand years of monetary validation behind it."Under the terms of the binding LOI, the parties have agreed to work expeditiously toward definitive agreements, with final terms subject to completion of due diligence, regulatory review, approval by the respective boards of directors and other customary closing conditions. The $142.9 million valuation reflects BullionFX's technology infrastructure and early projected revenue from its suite of decentralized financial products.About Functional Brands Inc. (NASDAQ: MEHA)Functional Brands Inc. (NASDAQ: MEHA) is a health and wellness company dedicated to delivering innovative, evidence-based therapeutic solutions through its proprietary digital platform, Tru2u.health. The Company's mission is to make clinically meaningful health optimization accessible, personalized, and scalable for every member. Functional Brands develops and distributes a curated portfolio of functional health products, peptide therapies, and telehealth services designed to support metabolic health, longevity, and overall wellbeing.Contacts: FunctionalBrands@icrinc.comCautionary Note Regarding Forward-Looking StatementsThis news release and statements of Functional Brands' management in connection with this news release or related events contain or may contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements (including statements related to the closing, and the anticipated benefits to the Company, of the private placement described herein) related to future events, which may impact our expected future business and financial performance, and often contain words such as "expects," "anticipates," "intends," "plans," "believes," "potential," "will," "should," "could," "would," "optimistic" or "may" and other words of similar meaning. These forward-looking statements are based on information available to us as of the date of this news release and represent management's current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve significant known and unknown risks, uncertainties and other factors which may be beyond our control. Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the ability of the parties to negotiate final terms of a definitive acquisition agreement, the closing of the contemplated asset purchase agreement, including expected conditions to closing which are anticipated to include regulatory approvals, valuations, and future shareholder approvals; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the Company or BullionFX (collectively, the "LOI Parties") to terminate the LOI agreement; the effect of such termination; the outcome of any legal proceedings that may be instituted against LOI Parties or their respective directors or officers; the ability to obtain regulatory and other approvals and meet other closing conditions for the asset acquisition on a timely basis or at all, including the risk that any regulatory and other approvals required may not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the transaction; the ability to obtain any necessary approval by the Company's stockholders on the expected schedule of the transactions contemplated by the LOI; difficulties and delays in integrating BullionFX's assets in the Company; prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the parties; potential adverse reactions or changes to business relationships resulting from the announcement of the LOI and future expected acquisition; uncertainty as to the long-term value of the common stock of the Company following the acquisition; the significant dilution to the Company's stockholder in connection with the acquisition; the continued availability of capital and financing following the potential acquisition transaction; the business, economic and political conditions in the markets in which the LOI Parties operate; and the fact that the Company's reported earnings and financial position may be adversely affected by tax and other factors.Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. Potential investors should review Functional Brands' Registration Statement filed with the SEC on Form S-1 on October 16, 2025 and the Company's Annual Report on Form 10-K filed with the SEC on March 27, 2026 for more complete information, including the risk factors that may affect future results, which are available for review at www.sec.gov. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.# # #To view the source version of this press release, please visit https://www.newsfilecorp.com/release/296855 Original: Functional Brands Inc. Signs Binding Letter of Intent for the Acquisition of the Assets of BullionFX | Alchemy for $142.9 million
US Market News
1月前
Tru2u.health Expands Digital Health Platform with the Addition of NAD+ - The Cellular Energy Molecule Transforming Modern WellnessApril 29, 2026 8:00 AM
NewsfileLake Oswego, Oregon--(Newsfile Corp. - April 29, 2026) - Functional Brands Inc. (NASDAQ: MEHA), a leading innovator in wellness and performance products, today announced a significant expansion of its digital health platform, www.Tru2u.health, with the addition of NAD+ (Nicotinamide Adenine Dinucleotide) therapy. This milestone enhances Tru2u.health's already comprehensive suite of solutions that includes peptide protocols, GLP-1-based weight management, and board-certified telehealth support."The launch of NAD+ therapy on Tru2u.health is a natural evolution of our commitment to delivering the most impactful, science-backed wellness solutions available," said Eric Gripentrog, Chief Executive Officer of Functional Brands Inc. "NAD+ sits at the foundation of how our cells produce energy and repair themselves. By making it accessible through our clinically guided platform, we're giving our patients a powerful new tool to optimize their health at the cellular level - and reinforcing Tru2u.health as the destination for comprehensive, medication-based wellness care."What Is NAD+? The Science Behind the MoleculeNAD+ (Nicotinamide Adenine Dinucleotide) is a naturally occurring coenzyme found in every living cell. It is essential to life - playing a central role in energy metabolism, DNA repair, and the activation of proteins that regulate cellular health and longevity. Without adequate NAD+, cells cannot efficiently generate the energy needed to perform their core functions. [1]Research has identified NAD+ as one of the most important molecules in human biology, with declining NAD+ levels linked to the hallmarks of aging, metabolic dysfunction, and diminished physical and cognitive performance. [1,2] Key functions of NAD+ include:Cellular Energy Production - NAD+ is a critical cofactor in mitochondrial function, driving the production of ATP, the body's primary energy currency. Higher NAD+ levels are associated with greater endurance, vitality, and metabolic efficiency. [1]DNA Repair & Genome Stability - NAD+ fuels PARP (poly-ADP-ribose polymerase) enzymes, which detect and repair DNA damage caused by oxidative stress, UV radiation, and normal aging. Robust NAD+ availability helps maintain genomic integrity over time. [3]Sirtuin Activation - NAD+ is required to activate sirtuins, a family of proteins described by researchers at MIT and Harvard as central "longevity regulators." Sirtuins govern inflammation response, fat metabolism, stress resistance, and circadian rhythm regulation. [2,4]Neuroprotection & Cognitive Function - The brain is among the most metabolically demanding organs in the body. Peer-reviewed research has identified increasing NAD+ levels as a promising strategy for preserving cognitive ability and protecting against age-related neurological decline. [5,6]Muscle Recovery & Physical Performance - By supporting mitochondrial efficiency and reducing oxidative stress in muscle tissue, NAD+ can aid post-exercise recovery and sustained physical output. [1]Metabolic Health - NAD+ plays a regulatory role in insulin sensitivity and fat oxidation, making it a natural complement to GLP-1 and metabolic wellness programs. [8]NAD+ levels naturally decline with age - research documents a drop of approximately 40-50% between youth and midlife, with further decline into older age - making therapeutic replenishment an increasingly compelling option for adults seeking to preserve vitality and longevity. [9,10]Why NAD+ Belongs on Tru2u.healthThe addition of NAD+ therapy deepens Tru2u.health's clinical offering and creates powerful synergies across the platform's existing pillars:Metabolic Synergy - NAD+ + GLP-1 Programs: NAD+'s role in insulin sensitivity and fat metabolism [8] makes it an ideal companion therapy for patients in GLP-1-based weight management programs.Performance & Recovery - NAD+ + Peptide Protocols: Combining NAD+ with peptide solutions supports cellular repair, tissue recovery, and sustained physical performance. [1,3]Safe, Personalized Delivery - NAD+ + Telehealth Oversight: Board-certified providers on Tru2u.health evaluate each patient individually, ensuring NAD+ therapy is administered appropriately, safely, and in alignment with the patient's broader health goals.A Fully Integrated Digital Health Platformwww.Tru2u.health is a digital health platform dedicated to helping individuals achieve their health goals through medication-based treatment, clean supplementation, and clinically guided wellness solutions. The platform's five core pillars include:NAD+ Therapy - Clinically supervised NAD+ programs designed to support cellular energy, healthy aging, cognitive performance, and metabolic function.Peptide Solutions - Access to emerging peptide-based protocols designed to support metabolic health and performance, where clinically appropriate and compliant.GLP-1-Based Weight Management - Physician-guided programs utilizing GLP-1 therapies as part of a structured, medically supervised treatment plan.Board-Certified Telehealth Support - Ongoing clinical oversight, virtual consultations, and personalized care plans delivered through a secure digital experience.Clean Supplements - Science-backed, premium formulations focused on ingredient integrity and transparency.By integrating medication-based treatment with clean supplementation and expert clinical oversight, www.Tru2u.health simplifies what has historically been a fragmented wellness journey.Influencer-Led National LaunchThe expansion is being supported by an initial wave of social media influencers across health, fitness, lifestyle, and performance categories. These partnerships are designed to deliver authentic education around responsible wellness solutions, including the science and benefits of NAD+ therapy.This digitally native go-to-market approach positions www.Tru2u.health to scale efficiently while maintaining clinical integrity and regulatory compliance.Built for Responsible, Scalable GrowthThe www.Tru2u.health platform is structured to:Provide individualized treatment plans tailored to each patient's unique health goalsSupport subscription-based, recurring revenue modelsLeverage influencer-driven digital acquisition strategiesExpand into additional therapeutic and wellness categories over timewww.Tru2u.health is now live and onboarding patients nationwide for NAD+ therapy and all platform services, subject to applicable state telehealth and prescribing regulations.About Functional Brands Inc., Kirkman® and Tru2u.health
Functional Brands Inc. is a health and wellness company focused on acquiring and growing science-based consumer brands. With a portfolio that includes trusted names like Kirkman®, P2i by Kirkman®, Tru2u.Health™; Functional Brands is committed to providing high-quality, effective solutions that support healthier lives. Kirkman® has been the leader in Ultratested® supplements since 1949, setting the gold standard in purity and hypoallergenic formulation. Our rigorous standards ensure that even the most sensitive communities-including those who cannot tolerate other supplements-can thrive from our formulations. With more than 70 years of clean science behind every product, Kirkman® is trusted by practitioners and patients worldwide.Tru2u.health is a personalized health and wellness platform that connects consumers with trusted products, providers and resources tailored to their individual health journeys. Built on the conviction that no two paths to health are alike, Tru2u.health delivers guidance and solutions that are genuinely true to you. For more information, visit www.functionalbrandsinc.com and www.kirkmangroup.com, and www.Tru2u.health Investor Relations Contact:
FunctionalBrands@icrinc.comScientific References
The following peer-reviewed studies and clinical publications support the scientific claims made in this press release:
[1] Covarrubias et al., "Role of NAD+ in regulating cellular and metabolic signaling pathways," NIH/PMC
[2] Imai S. & Guarente L., "It takes two to tango: NAD+ and sirtuins in aging/longevity control," npj Aging and Mechanisms of Disease, 2016
[3] Bohr V.A., "Promising Results With NAD Supplementation in Rare Diseases With Premature Aging and DNA Damage," Aging Cell, 2025
[4] Guarente L., "Sirtuins, aging and diseases," BMC Proceedings, 2012; MIT Glenn Laboratories
[5] Campbell J.M., "Supplementation with NAD+ and Its Precursors to Prevent Cognitive Decline across Disease Contexts," Nutrients, 2022 (NIH/PMC)
[6] Zhao et al., "NAD+ improves cognitive function and reduces neuroinflammation," Journal of Neuroinflammation, 2021 (NIH/PMC)
[7] Tarantini et al., "Nicotinamide mononucleotide supplementation rescues cerebromicrovascular endothelial function and neurovascular coupling responses," Redox Biology, 2019
[8] Gomes et al., "Dysregulation of NAD+ Metabolism Links Mitochondrial Dysfunction to Aging and Disease," Targeting NAD+ in Metabolic Disease, NIH/PMC
[9] Massudi et al., "The Plasma NAD+ Metabolome Is Dysregulated in Normal Aging," NIH/PMC
[10] Campbell et al., PRISMA-guided systematic review of NAD supplementation, ScienceDirect, 2026Cautionary Note Regarding Forward Looking Statements
This news release and statements of Functional Brands' management in connection with this news release or related events contain or may contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements (including statements related to the closing, and the anticipated benefits to the Company, of the private placement described herein) related to future events, which may impact our expected future business and financial performance, and often contain words such as "expects," "anticipates," "intends," "plans," "believes," "potential," "will," "should," "could," "would," "optimistic" or "may" and other words of similar meaning. These forward-looking statements are based on information available to us as of the date of this news release and represent management's current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve significant known and unknown risks, uncertainties and other factors which may be beyond our control.Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. Potential investors should review Functional Brands' Registration Statement filed with the SEC on Form S-1 on October 16, 2025 and the Company's Annual Report on Form 10-K filed with the SEC on March 27, 2026 for more complete information, including the risk factors that may affect future results, which are available for review at www.sec.gov. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.To view the source version of this press release, please visit https://www.newsfilecorp.com/release/294829
Original: Tru2u.health Expands Digital Health Platform with the Addition of NAD+ - The Cellular Energy Molecule Transforming Modern Wellness
US Market News
1月前
Functional Brands Inc. Enters Strategic Partnership with partnrup.ai to Accelerate Growth of Tru2u.healthApril 22, 2026 8:00 AM
NewsfileLake Oswego, Oregon--(Newsfile Corp. - April 22, 2026) - Functional Brands Inc. (NASDAQ: MEHA), a leading innovator in wellness and performance products, today announced a strategic technology partnership with partnrup.ai, a next-generation artificial intelligence platform purpose-built to support and improve partner-driven customer acquisition. The partnership will deploy partnrup.ai's full technology stack on behalf of Tru2u.health, a digital health platform dedicated to helping individuals achieve their health goals through medication-based treatment, clean supplementation and clinically guided wellness solutions.The integration of partnrup.ai's AI platform represents an important step in scaling Tru2u.health's partner marketing efforts. Tru2u.health connects consumers with personalized health solutions, trusted wellness products (including nutraceuticals, peptides and GLP-1's) and vetted health providers — Partnrup.ai's platform enables continuous AI-powered partner discovery, real-time traffic evaluation, and measurement across campaigns, helping the team better understand and refine how they reach relevant audiences — Functional Brands Inc. expects to materially improve the platform's cost-per-acquisition and revenue-per-visitor metrics."This strategic partnership directly supports our mission to build scalable, profitable health and wellness assets," said Eric Gripentrog, CEO of Functional Brands Inc. "Partnrup.ai gives Tru2u.health the AI infrastructure to grow traffic intelligently — attracting consumers who are genuinely seeking what we offer — and that precision should translate directly into revenue and long-term platform value for our shareholders." The Tru2u.health platform was designed around the principle that every individual's health journey is unique and personal. That mission demands that acquisition channels deliver consumers who are authentically aligned with the platform's offerings. Partnrup.ai's proprietary matching algorithms and behavioral scoring models ensure that partner-driven traffic is evaluated using intent-based signals to help improve alignment between content, creators and audience engagements. Under the terms of the partnership, partnrup.ai will serve as the primary AI-powered partner technology provider for Tru2u.health's marketing and partner programs. The integration is expected to be fully operational within 10 days, with initial performance data and key conversion metrics available to management on a rolling basis. "Tru2u.health is a strong example of how brands can use AI to better identify and connect with relevant audiences. We're excited to support their team with technology that improves partner discovery, traffic quality, and measurement in a way that is scalable and transparent," said Jessica Thorpe, CEO of partnrup.ai. "We are proud to partner with Functional Brands Inc. to demonstrate what intelligent, data-driven partner technology can do for a health and wellness brand at scale." Functional Brands Inc. views this partnership as a scalable model that may be extended to other platforms within its portfolio. Management believes that the demonstrated results from the Tru2u.health deployment will create additional opportunities to leverage partnrup.ai's technology across the Company's broader brand ecosystem, further enhancing the digital revenue capabilities that underpin MEHA's growth strategy.About Functional Brands Inc., Kirkman® and Tru2u.health
Functional Brands Inc. is a health and wellness company focused on acquiring and growing science-based consumer brands. With a portfolio that includes trusted names like Kirkman®, P2i by Kirkman®, Tru2u.Health™; Functional Brands is committed to providing high-quality, effective solutions that support healthier lives. Kirkman® has been the leader in Ultratested® supplements since 1949, setting the gold standard in purity and hypoallergenic formulation. Our rigorous standards ensure that even the most sensitive communities-including those who cannot tolerate other supplements-can thrive from our formulations. With more than 70 years of clean science behind every product, Kirkman® is trusted by practitioners and patients worldwide.Tru2u.health is a personalized health and wellness platform that connects consumers with trusted products, providers and resources tailored to their individual health journeys. Built on the conviction that no two paths to health are alike, Tru2u.health delivers guidance and solutions that are genuinely true to you. For more information, visit www.functionalbrandsinc.com and www.kirkmangroup.com, and www.Tru2u.health About partnrup.ai
partnrUP is an AI- powered influencer marketing platform that helps brands discover creators, manage content, and drive measurable results from creator partnerships. The platform enables marketers to scale campaigns, streamline workflows, and turn creator content into a repeatable growth channel across social and commerce environments. It recently acquired Novel to help bring shoppable video to DTC, Shopify Storefronts, and the Shop App Discovery Feed.partnrup.ai is an artificial intelligence platform engineered for partner-driven customer acquisition. By combining intelligent partner discovery, real-time traffic optimization, automated attribution, and brand safety monitoring, partnrup.ai enables brands to grow qualified customer acquisition at scale. For more information, visit partnrup.ai.Investor Relations Contact:
FunctionalBrands@icrinc.comCautionary Note Regarding Forward Looking Statements
This news release and statements of Functional Brands' management in connection with this news release or related events contain or may contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements (including statements related to the closing, and the anticipated benefits to the Company, of the private placement described herein) related to future events, which may impact our expected future business and financial performance, and often contain words such as "expects," "anticipates," "intends," "plans," "believes," "potential," "will," "should," "could," "would," "optimistic" or "may" and other words of similar meaning. These forward-looking statements are based on information available to us as of the date of this news release and represent management's current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve significant known and unknown risks, uncertainties and other factors which may be beyond our control.Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. Potential investors should review Functional Brands' Registration Statement filed with the SEC on Form S-1 on October 16, 2025 and the Company's Annual Report on Form 10-K filed with the SEC on March 27, 2026 for more complete information, including the risk factors that may affect future results, which are available for review at www.sec.gov. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.To view the source version of this press release, please visit https://www.newsfilecorp.com/release/293717
Original: Functional Brands Inc. Enters Strategic Partnership with partnrup.ai to Accelerate Growth of Tru2u.health
US Market News
2月前
Functional Brands Announces Fourth Quarter and Full-Year 2025 Financial ResultsMarch 30, 2026 8:00 AM
NewsfileFourth quarter net income improved to $0.9 million compared to a net loss of $0.3 million in the prior year periodLake Oswego, Oregon--(Newsfile Corp. - March 30, 2026) - Functional Brands Inc. (NASDAQ: MEHA), a leading innovator in wellness and performance products, today announced financial results for the fourth quarter and full-year ended December 31, 2025.Fourth Quarter 2025 highlightsRevenue of $1.50 million compared to $1.68 million in the prior year period, a decrease of approximately 11.0%. This decrease was primarily due to the shift in our Amazon business model from a reseller model to a direct-to-consumer approach through our own Amazon Seller's Central account. Gross profit was $0.67 million compared to $0.99 million in the prior year period. Gross margin of 44.9% was down 1400 basis points versus the prior year period due to changes in the Amazon business model and inventory adjustments related to our transition out of the hemp business. Net income of $0.9 million or $0.01 per diluted share compared to a net loss of $0.3 million and $(0.08) per diluted share in the prior year period. Full Year 2025 highlightsRevenue of $6.61 million compared to $6.57 million in the prior year, an increase of approximately 0.7%, reflecting the inherent stability of the Kirkman business.Gross profit was $3.48 million compared to $3.61 million in the prior year. Gross margin of 52.7% was down 220 basis points versus the prior year due to inventory adjustments related to our transition out of the hemp business.Net income of $0.8 million or $0.01 per diluted share compared to a net loss of $0.6 million and $(0.08) per diluted share in the prior year."We were pleased to deliver another year of strong bottom-line results as we continue to transform our business model," said Eric Gripentrog, CEO of Functional Brands Inc. "Over the past several months, we've executed a series of key initiatives that mark a pivotal period in the Company's evolution and establish a strong foundation for sustainable, profitable growth in the future. We achieved significant strategic breakthroughs that differentiate us in the marketplace and demonstrate our commitment to innovation across multiple fronts. "In February, we launched Tru2u.health, our comprehensive digital health platform that integrates peptide solutions, GLP-1-based weight management programs, board-certified telehealth support, and clean supplements into a seamless consumer experience, providing us with a scalable, digitally native growth engine. We also expanded our Kirkman brand portfolio with two innovative product bundles - our Skin, Beauty & Anti-Aging Bundle in December and our Detox Aid Bundle in January. Additionally, we forged a strategic partnership with iHerb to make P2i by Kirkman available to international consumers across Asia, Europe, the Middle East, and Latin America, dramatically expanding our addressable market for the world's cleanest prenatal vitamin. These accomplishments demonstrate strong execution against our strategic goals and underscore our commitment to our mission of 'Making Everyone Healthy Again'."About Functional Brands Inc.Functional Brands Inc. is a health and wellness company focused on acquiring and growing science-based consumer brands. With a portfolio that includes trusted names like Kirkman®, P2i by Kirkman®, Tru2u.Health™; Functional Brands is committed to providing high-quality, effective solutions that support healthier lives. For more information, visit www.functionalbrandsinc.com and www.kirkmangroup.com, and www.Tru2u.health Investor Relations Contact:
FunctionalBrands@icrinc.comCautionary Note Regarding Forward Looking StatementsThis news release and statements of Functional Brands' management in connection with this news release or related events contain or may contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements (including statements related to the closing, and the anticipated benefits to the Company, of the private placement described herein) related to future events, which may impact our expected future business and financial performance, and often contain words such as "expects," "anticipates," "intends," "plans," "believes," "potential," "will," "should," "could," "would," "optimistic" or "may" and other words of similar meaning. These forward-looking statements are based on information available to us as of the date of this news release and represent management's current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve significant known and unknown risks, uncertainties and other factors which may be beyond our control.Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. Potential investors should review Functional Brands' Registration Statement filed with the SEC on Form S-1 on October 16, 2025 and the Company's Annual Report on Form 10-K filed with the SEC on March 27, 2026 for more complete information, including the risk factors that may affect future results, which are available for review at www.sec.gov. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.FUNCTIONAL BRANDS INC.
CONSOLIDATED BALANCE SHEETS (AUDITED)
(In U.S. dollars, except share data or otherwise noted)
December 31,
2025
December 31,
2024
Assets
Current assets:
Cash $2,726,696
$211,642
Accounts receivable, net
518,474
303,471
Inventories, net
1,549,511
1,709,458
Prepaid expenses and other current assets
392,999
45,112
Deferred offering costs
-
588,641
Total current assets
5,187,680
2,858,324
Noncurrent assets:
Property and equipment, net
37,379
49,564
Right-of-use assets, net
1,667,693
2,000,092
Intangible assets, net
1,397,411
1,443,541
Goodwill
818,139
818,139
Total non-current assets
3,920,622
4,311,336
Total assets $9,108,302
$7,169,660
Liabilities and stockholders' equity / (deficit)
Current liabilities:
Accounts payable and accrued liabilities $1,554,243
$1,956,165
Line of credit
8,109
32,235
SBA loan, current
3,595
3,436
Lease liabilities, current
371,272
291,213
Other current liabilities
41,828
35,332
Derivative liabilities
3,306,745
-
Payable for acquisition, current
-
2,342,366
Loans payable (related party), current
61,642
370,703
Loans payable
402,650
171,500
Total current liabilities
5,750,084
5,202,950
Non-current liabilities:
Lease liabilities, net of current
1,435,505
1,844,819
SBA loan, net of current
136,873
140,468
Loan payable (related party), net of current
244,509
-
Convertible debenture
-
100,000
Total non-current liabilities
1,816,887
2,085,287
Total liabilities
7,566,971
7,288,237
Stockholders' equity / (deficit)
Series A Preferred stock, par value $0.001 stated value $100, 100,000 and 0 shares authorized as of December 31, 2025 and 2024; 87,445 and 0 shares issued and outstanding, respectively
87
-
Series B Preferred stock, par value $0.001 stated value $100, 80,000 and 0 shares authorized as of December 2025 and 2024; 28,475 shares issued and 0 outstanding, respectively
28
-
Common stock, par value $0.00001, 220,000,000 shares authorized; 18,704,649 and 6,694,880 shares issued and outstanding at December 31, 2025 and 2024
187
67
Additional paid-in capital
8,522,354
7,542,286
Accumulated deficit
(6,981,325)
(7,660,930)Total stockholders' equity / (deficit)
1,541,331
(118,577)Total liabilities and stockholders' equity / (deficit) $9,108,302
$7,169,660
FUNCTIONAL BRANDS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In U.S. dollars, except share data or otherwise noted)
(UNAUDITED)
Three Months Ended
December 31,
(AUDITED)
Year Ended
December 31,
2025
2024
2025
2024
Revenue, net of returns $1,494,521
$1,680,096
$6,611,484
$6,566,455
Cost of goods sold
823,766
690,623
3,127,518
2,959,609
Gross profit
670,755
989,473
3,483,966
3,606,846
Operating expenses
Sales and marketing
169,869
121,601
632,414
576,315
General and administrative expenses
1,633,636
1,003,619
4,250,124
3,259,623
Total operating expenses
1,803,505
1,125,220
4,882,538
3,835,938
Operating income / (loss)
(1,132,750)
(135,747)
(1,398,572)
(229.092)Interest expense
(80,982)
(142,284)
(402,398)
(331.836)Other income - ERTC refund
-
-
419,947
-
Other income
-
-
112
-
Interest income
1,352
281
74,696
1,572
Change in fair value of derivative liabilities
7,358,935
-
7,358,935
-
Loss on issuance of preferred stock derivative liability
(5,294,242)
-
(5,294,242)
-
Total other income / (expenses)
1,985,063
(142,003)
2,157,050
(330.264)Net income / (loss) $852,313
$(277,750)$758,478
$(559,356)Net income (loss) per share of common stock attributable to common stockholders
Basic $0.08
$(0.08)$0.08
$(0.08)Diluted $0.01
$(0.08)$0.01
$(0.08)Weighted average shares used in computing net loss per share of common stock
Basic
8,241,266
6,694,880
8,241,266
6,694,880
Diluted
85,120,861
6,694,880
85,120,861
6,694,880
FUNCTIONAL BRANDS INC.CONSOLIDATED STATEMENTS OF CASH FLOW (AUDITED)(In U.S. dollars, except share data or otherwise noted)
Year Ended
December 31,
2025
2024
Cash flows from operating activities:
Net income (loss) $758,478
$(559,356)Reconcile net income (loss) to cash (used in) provided by operating activities
Allowance for doubtful accounts receivable
(3,796)
(32,491)Allowance for inventory obsolescence
53,855
(14,206)Depreciation of property and equipment
20,698
48,371
Amortization of right-of-use assets
332,399
306,935
Amortization of intangible assets
46,130
46,130
Financing expense on warrant issuance
45,413
-
Stock-based compensation
543,068
414,900
Change in fair value of derivative liabilities
(7,358,935)
-
Loss on issuance of preferred stock of derivative liabilities
5,294,242
-
Issuance of shares for note extension
80,500
-
Issuance of common stock for convertible debenture
122,331
-
Issuance of shares for financing expense
50,629
-
Changes in operating assets and liabilities:
Accounts receivable
(211,207)
(100,042)Inventories
106,092
(1,233)Prepaid expenses and other current assets
(347,887)
27,329
Accounts payable and accrued liabilities
(480,795)
132,161
Other current liabilities
6,496
(5,493)Lease liabilities
(329,255)
(261,015)Net cash (used in) provided by operating activities
(1,271,544)
1,990
Cash flows from investing activities:
Purchase of property and equipment
(8,513)
(1,881)Net cash used in investing activities:
(8,513)
(1,881)
Cash flows from financing activities:
Deferred offering costs
(1,721,228)
(163,125)Proceeds from loans
489,324
301,500
Payments for payable for acquisition
(2,342,366)
(255,002)Proceeds from debt facilities
99,733
180,662
Repayment of loans
(422,727)
(6,931)Proceeds from issuance of preferred stock
8,000,000
-
Buyback of preferred stock
(180,330)
-
Line of credit repayment
(123,859)
(216,742)SBA loan repayment
(3,436)
(3,264)Net cash provided by (used in) financing activities
3,795,111
(162,902)
Increase (decrease) in cash
2,515,054
(162,793)Cash beginning of period
211,642
374,435
Cash, end of period $2,726,696
$211,642
Supplemental disclosures of cash flow information
Cash paid for interest $401,411
$224,428
Non-cash investing and financing activities
Recognition of derivative liability of preferred stock $13,294,242
$-
Conversion of preferred stock resulting in a non-cash reduction of the derivative liability recorded to APIC
2,628,242
-
Fair value adjustment decreasing derivative liability
7,358,935
Change in Preferred Stock
115
-
Conversion of preferred stock
112
-
Deferred offering costs
(2,309,869)
-
Declaration of preferred stock dividend recorded as an increase in accrued liabilities
78,873
-
Common stock issued for convertible note payable and accrued interest
122,331
-
Loan payable, related party $225,000
$-
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/290371
Original: Functional Brands Announces Fourth Quarter and Full-Year 2025 Financial Results
US Market News
4月前
Functional Brands Inc. Introduces Kirkman's(R) Exciting New Restorative Sleep Bundle for Deep, Refreshing Sleep Without GrogginessFebruary 17, 2026 8:00 AM
NewsfileA Science-Backed Solution to Support Relaxation and Nervous System BalanceLake Oswego, Oregon--(Newsfile Corp. - February 17, 2026) - Functional Brands Inc. (NASDAQ: MEHA), a leading innovator in wellness and performance products, is thrilled to announce the launch of the new Kirkman® Restorative Sleep Bundle, a carefully formulated combination designed to promote deep, restorative sleep and calm the nervous system-without the morning grogginess commonly associated with sleep aids. The bundle features Herbal Sleep Aid (melatonin-free), GABA 250, and L-Theanine, all selected based on clinical evidence for their synergistic roles in supporting relaxation, reducing tension, and enabling smooth transitions into restful sleep."At Functional Brands Inc, we believe true health starts with restorative sleep. This bundle was created not just to help people fall asleep, but to truly recharge the mind and body overnight-naturally and without harsh ingredients," said Eric Gripentrog, CEO of Functional Brands Inc. "With so many individuals struggling to get quality sleep, we're proud to offer a clean, effective solution that helps people wake up ready to thrive."Herbal Sleep Aid contains a potent blend of traditional botanicals known for their calming properties:Lemon Balm (Melissa officinalis), a member of the mint family used since the Middle Ages, helps reduce stress and occasional anxiety while promoting restful sleep and easing digestive discomfort [1].Chamomile, one of the oldest medicinal herbs, is widely recognized for its calming effects on the nervous system and its ability to alleviate insomnia and anxiety. A systematic review has shown chamomile supplementation significantly improves sleep quality and reduces nighttime awakenings [2].Passionflower (Maypop) acts as a natural sedative, with compounds that reduce nervous tension and support sleep onset [3].Chinese Skullcap, rich in baicalin, has a long history in traditional medicine for enhancing sleep quality [4].GABA 250 (Gamma-Aminobutyric Acid) is a primary inhibitory neurotransmitter that plays a vital role in calming brain activity and reducing neuronal excitability, helping to alleviate stress and shorten the time it takes to fall asleep. A randomized controlled trial demonstrated that 100 mg oral GABA significantly shortened sleep latency and increased non-REM sleep time [5].L-Theanine, an amino acid primarily found in green tea, promotes relaxation by increasing alpha brain wave activity, which correlates with calm focus and stress reduction. A clinical trial showed that L-Theanine intake improved sleep efficiency and reduced sleep disturbances [6].The Functional Brands Inc. Restorative Sleep Bundle by Kirkman is now available for purchase through Kirkman's website and practitionersFor more information, please visit www.kirkmangroup.com or call 1-800-245-8282. About Functional Brands Inc.Functional Brands Inc. is a trusted leader in high-quality wellness solutions, offering innovative products designed to support a wide range of health and fitness goals. Through a commitment to science-backed ingredients and holistic formulations, Functional Brands Inc. is dedicated to helping individuals improve their health, performance, and overall well-being.For more information, visit www.functionalbrandsinc.com and www.kirkmangroup.com.Kirkman® has been the leader in Ultratested® supplements since 1949, setting the gold standard in purity and hypoallergenic formulation. Our rigorous standards ensure that even the most sensitive communities-including those who cannot tolerate other supplements-can thrive from our formulations. With more than 70 years of clean science behind every product, Kirkman® is trusted by practitioners and patients worldwide for developing the cleanest, most precisely tested supplements available.Investor Relations Contact:
FunctionalBrands@icrinc.comReferences
[1] Cases, J., Ibarra, A., Feuillère, N., Roller, M., & Sukkar, S. (2011). Pilot trial of Melissa officinalis L. leaf extract in the treatment of volunteers suffering from mild-to-moderate anxiety disorders and sleep disturbances. Mediterranean Journal of Nutrition and Metabolism. https://pubmed.ncbi.nlm.nih.gov/22207903/[2] Zick, S. M., Wright, B. D., Sen, A., & Arnedt, J. T. (2011). Preliminary examination of the efficacy and safety of a standardized chamomile extract for chronic primary insomnia: A randomized placebo-controlled pilot study. BMC Complementary and Alternative Medicine. https://pubmed.ncbi.nlm.nih.gov/21939549/[3] Appel, K., Rose, T., Fiebich, B., Kammler, T., Hoffmann, C., & Weiss, G. (2011). Modulation of the ?-aminobutyric acid (GABA) system by Passiflora incarnata L. Phytotherapy Research. https://pubmed.ncbi.nlm.nih.gov/21089181/[4] Hui, K. M., Wang, X. H., & Xie, Y. (2000). The role of baicalin and other flavonoids in the sedative and anxiolytic effects of Scutellaria baicalensis. Phytomedicine.[5] Yamatsu, A., Yamashita, Y., Pandharipande, T., Maru, I., Kim, M., & Kimura, M. (2016). Effect of oral ?-aminobutyric acid (GABA) administration on sleep and its absorption in humans. Food Science and Biotechnology. https://pubmed.ncbi.nlm.nih.gov/30263304/[6] Kimura, K., Ozeki, M., Juneja, L. R., & Ohira, H. (2007). L-Theanine reduces psychological and physiological stress responses. Biological Psychology. https://pubmed.ncbi.nlm.nih.gov/16930802/To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284077
Original: Functional Brands Inc. Introduces Kirkman's(R) Exciting New Restorative Sleep Bundle for Deep, Refreshing Sleep Without Grogginess