ORCA
3週前
OKAY.IMO.IF THEY ARE SUCCESSFUL ON AN APPEAL.THEY SHOULD BE ALLOWED TO TRADE BACK UP ON NASDAQ,AND THEY SHOULD BE GIVEN 30 DAYS TO CATCH UP ON THE $1.00.
IF THAT HAPPENS THEN THE STOCK CAN REALLY MOVE UP 10 FOLDS MINIMUM IMO.EXAMPLE $ILLR FELL OFF NASDAQ.WENT TO EXPERT MARKET TRADING AT .02 LOW.THEY FILED ALL REPORTS,THEY GOT OUT OF THE EXPERT MARKET,AND ON NASDAQ.I NEVER SEEN ANYTHING LIKE IT.FROM .02 TO .65 A COUPLE TIMES AFTER HOURS TRADING.NASDAQ GAVE THEM SOMETHING LIKE 30 DAYS TO CATCH UP ON THE $1.00 MINIMUM BID.SOMEONE CAN CALL THE COMPANY AND HAVE THEIR LAWYER BRING THIS $ILLR EXAMPLE.SO WHY THEM AND NOT US KINDA THING.
THERE IS ABSOLUTELY NO REASON TO DO A R/S NOW WHEN YOU ARE OFF NASDAQ.THEY SHOULD HALT EVERYTHING ELSE AND TRY TO GET BACK ON NASDAQ.ONCE BACK ON NASDAQ,THEN THEY DEAL WITH $1.00 PER SHARE AND THE $142.9 MILLION
DEAL.IT MAKES ABSOLUTELY ZERO SENSE TO DO ANY R/S RIGHT NOW.WHILE YOU ARE TRADING ON THE PINK SHEETS.
IF THEY DO THEY BETTER GET READY FOR THE PARTY TO BE OVER FOR THE STOCK.WE ARE NOT HERE TO GIVE OUR MONEY AWAY,AND SAY THANK YOU.I WILL BE HERE UNTIL THE END OF TIME.F $CKING THINGS UP.THEY NEED TO MAKE SURE THEY DO NOT DO ANYTHING STUPID THAT WILL HURT SHAREHOLDERS.
NOW THING OF THIS=IF THEY WENT AHEAD AND DO A R/S WITH THIS PPS EVEN 250 SHARES TO 1 NEW SHARE=AS SOON AS THEY ANNOUNCE THE DATE OF THE R/S THE STOCK WILL PROBABLY LOWER THAN .006 LIKE .002 TIMES 250= ONLY ,50 CENTS LMAO.SO WHERE IS THE $1.00???LIKE I SAID DO A R/S NOW IS DEATH.NOT TO MENTION IT WILL BE SHORTED TO DEATH AND IT WILL BE ALL OVER.IF THEY GET BACK ON NASDAQ FIRST,THEN THE PPS MAYBE HIT .10 OR HIGHER,AND THINK ABOUT A R/S
BUT RIGHT NOW,THEIR A##ES ARE IN DEEP HOLE.THEY SHOULD NOT EVEN THINK ABOUT A R/S.ITS ALL LOOSE LOOSE SENARIO.
THEY WILL LOSE ALL SHAREHOLDERS.THE VOLUME WILL DIE DOWN.THE MMs AND SHORT SELLERS WILL KILL IT.
AND THE CEO WILL GET A JOB AT DOMINOS DELIVERING PIZZA.THEY ARE HIRING NOW.
Functional Brands Inc. Signs Binding Letter of Intent for the Acquisition of the Assets of BullionFX | Alchemy for $142.9 million
May 11, 2026 8:00 AM
Newsfile
The Company may request a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff Determination, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. A hearing request must be submitted, along with a non-refundable fee of $20,000, no later than 4:00 p.m. Eastern Time on June 16, 2026.
There can be no assurance that the Company would be successful in any appeal or that it will be able to regain compliance with Nasdaq's listing requirements within the timeframe that may be provided by the Panel, or at all. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii)(e), a timely request for a hearing will not stay the trading suspension of the Company’s common stock.
Proposal No. 1: Approval of an Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split
To approve the fifth amendment to the Company’s Certificate of Incorporation, as amended, in the form attached to the Proxy Statement as Annex A, to, at the discretion of our Board of Directors (the “Board”), effect a reverse stock split of our issued and outstanding shares of common stock, par value $0.00001 per share (the “Common Stock”), at any time prior to the one-year anniversary date of the Special Meeting, at a ratio, ranging from one-for-two (1:2) to one-for-two hundred fifty (1:250), with the exact ratio to be set within that range at the discretion of the Board without further approval or authorization of our stockholders. The vote on the proposal was as follows:
US Market News
4週前
Functional Brands Inc. Receives Nasdaq Staff Delisting DeterminationJune 15, 2026 8:00 AM
NewsfileLake Oswego, Oregon--(Newsfile Corp. - June 15, 2026) - Functional Brands Inc. (NASDAQ: MEHA) (the "Company"), a leading innovator in wellness and performance products, announced today that on June 9, 2026, it received a written notification (the "Staff Determination") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that Nasdaq has determined to delist the Company's common stock from The Nasdaq Capital Market.As previously disclosed, on December 30, 2025, the Company received notice from Nasdaq that the closing bid price of its common stock had been below $1.00 per share for 30 consecutive business days, and was therefore not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market (the "Bid Price Requirement"). The Company was afforded 180 calendar days, or until June 29, 2026, to regain compliance with the Bid Price Requirement.The Staff Determination was issued pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the "Low Priced Stocks Rule"). Under the Low Priced Stocks Rule, if during any compliance period a company's security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department is required to issue a Staff Delisting Determination. As of June 8, 2026, the Company's common stock had a closing bid price of $0.10 or less for ten consecutive trading days.As a result of the Staff Determination, trading of the Company's common stock will be suspended at the opening of business on June 16, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC") to remove the Company's securities from listing and registration on The Nasdaq Stock Market.The Company may request a hearing before the Nasdaq Hearings Panel (the "Panel") to appeal the Staff Determination, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. A hearing request must be submitted, along with a non-refundable fee of $20,000, no later than 4:00 p.m. Eastern Time on June 16, 2026. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii)(e), a timely request for a hearing will not stay the trading suspension of the Company's common stock.There can be no assurance that the Company will be successful in its appeal or that it will be able to regain compliance with Nasdaq's listing requirements within the timeframe that may be provided by the Panel, or at all.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. Information on the Company's website does not constitute a part of and is not incorporated by reference into this press release.Cautionary Statement Regarding Forward-Looking StatementsThis press release 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, but are not limited to, statements regarding the Company's intention to appeal the Staff Determination, the potential outcome of any such appeal, and the Company's ability to regain compliance with Nasdaq's listing requirements. These statements are based on management's current expectations, estimates, and projections about the Company's business and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.Such risks and uncertainties include, but are not limited to: the outcome of the Company's appeal before the Panel; the Company's ability to demonstrate a plan to regain compliance with Nasdaq's listing requirements; and general market and economic conditions. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Readers are cautioned not to place undue reliance on forward-looking statements.Investor Relations Contact:FunctionalBrands@icrinc.comTo view the source version of this press release, please visit https://www.newsfilecorp.com/release/301450 Original: Functional Brands Inc. Receives Nasdaq Staff Delisting Determination
US Market News
1月前
Functional Brands Inc. Announces Active Interest from Multiple Strategic Partners to Fund BullionFX | Alchemy Commercialization Following Pending Acquisition of the BFX AssetsJune 5, 2026 2:29 PM
NewsfileLake Oswego, Oregon--(Newsfile Corp. - June 5, 2026) - Functional Brands Inc. (NASDAQ: MEHA) ("MEHA" or the "Company") today announced advanced discussions with multiple strategic financial parties regarding the potential commercialization of the Alchemy platform's blockchain-based assets (the "BFX Assets"), a real-world asset tokenization infrastructure designed to support on-chain verification and auditability of physical gold holdings.Why Now: A Convergence of Market ForcesFunctional Brands Inc. believes the timing for this strategic initiative is compelling given the opportunity to utilize this IP to develop fused products which generate yield in industries where yield is not currently generated. The launch of a gold-backed exchange listed fund generating yield would compete with a market currently not generating yield. Several macro and structural forces are converging to create a generational opportunity in gold-backed digital assets: (i) gold has reasserted itself as a premier store of value amid sustained macroeconomic uncertainty and persistent inflation, with spot prices reaching levels that, as publicly reported, have approached or exceeded historical highs; (ii) based on publicly available information, institutional demand for tokenized real-world assets has accelerated materially, with a growing number of major financial institutions publicly committing to blockchain-based settlement infrastructure; (iii) the regulatory environment for digital assets is crystallizing, with both the SEC and CFTC moving toward clearer frameworks that favor compliant, asset-backed instruments over purely speculative tokens; and (iv) the DeFi lending and cross-border settlement markets remain significantly underserved by gold-native liquidity products. Alchemy is purpose-built to meet this moment. Its on-chain reserve verification model is designed to address this gap directly — giving individuals and institutions the ability to hold, transfer, and use gold-backed digital tokens with full transparency and fast settlement. Subject to applicable regulatory approvals, Functional Brands Inc. aims to be one of the first publicly listed U.S. companies to offer this kind of regulated, gold-backed digital asset infrastructure. In the short term, the focus is on launching the platform and growing its user base. Over the next one to two years, Alchemy aims to become a broader financial infrastructure layer, where its gold-backed assets could be used as collateral for loans, for cross-border payments, and as an alternative to traditional gold investment — all within the growing world of decentralized financeExecutive Commentary"The fusion of TradFi and DeFi will lead to a new generation of financial products that traditional financial market participants will struggle to compete with. We are excited to be market leaders in fused financial products and excited to announce further details as they develop."— Stephen Moss, Founder, Bullion FX | Alchemy"The interest we have received from multiple potential strategic financial partners reflects the strength of this opportunity and supports our emerging growth engine. We believe gold-backed digital assets represent one of the most significant financial infrastructure opportunities of this decade, and MEHA is moving decisively to capture it. We are constructing something new: a publicly traded, U.S.-listed company that brings the permanence of gold into the speed and transparency of blockchain finance, with the full compliance architecture investors deserve."— Eric Gripentrog, Chief Executive Officer, Functional Brands Inc.Transaction Update and Key TalentMEHA executed an asset acquisition agreement with BullionFX on May 22, 2026 to acquire the assets of BullionFX, including its core product Alchemy, for approximately $142.9 million in share-based consideration. MEHA and Alchemy plan to amend the agreement to formalize a structure under which key staff and advisors will be provided at no additional cost to MEHA.Key individuals expected to join MEHA include:NameRoleSelected CredentialsStephen MossFounder,
BullionFX | AlchemyFormer Chairman of Blockchain Australia; co-founder of BDO Blockchain; co-developer of the world's first institutional audit for asset-backed tokens; UN Delegate; Founding Director of Moss Capital (ASX: ENN)Simon RahmeCo-Founder,
BullionFX | AlchemyCo-founder of Eclipse Fi and Loop Finance; raised $40M+ across ventures; co-founded projects with $2B+ FDV; led DeFi growth to $1.7B+ daily volumeJonathan TeoFounding Advisor,
BullionFX | AlchemyFormer Managing Director, General Catalyst; former Principal, Benchmark Capital (early investor in Instagram and Twitter); early investor in Snapchat; Forbes Midas List (2016); co-founder of Binary Capital ($300M+ AUM)David AtkinsonChief Business Officer,
BullionFX | AlchemyCo-founder of Holochain ($5B+ peak FDV); Rain Protocol co-creator; veteran blockchain ecosystem architect and tokenomics designerBlair JordanDirector,
BullionFX | AlchemyNearly 10 years at Credit Suisse across Leveraged Finance/Restructuring, Principal Investing, and Special Situations; former CEO of ETHZilla Corp 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 "Parties") to terminate the asset purchase agreement; the effect of such termination; the outcome of any legal proceedings that may be instituted against 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; 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 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 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' 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/300376 Original: Functional Brands Inc. Announces Active Interest from Multiple Strategic Partners to Fund BullionFX | Alchemy Commercialization Following Pending Acquisition of the BFX Assets
US Market News
1月前
Functional Brands Inc. Clears Barrier to $142.9 Million BullionFX | Alchemy AcquisitionJune 3, 2026 9:07 AM
NewsfileShareholder vote satisfies a key closing conditionLake Oswego, Oregon--(Newsfile Corp. - June 3, 2026) - Functional Brands Inc. (NASDAQ: MEHA), announced that shareholders have voted to authorize the reverse stock split, removing an obstacle between the Company and the close of its $142.9 million acquisition of BullionFX | Alchemy, a gold-backed decentralized finance platform targeting retail, institutional, and blockchain markets. The Company's focus now shifts to closing the acquisition. All remaining acquisition closing conditions are actively advancing. The Company plans to provide additional, regular deal progress updates over the coming weeks. The reverse stock split ratio will be set by the Board of Directors within its authorized range prior to the effective date. The required corporate action notification will be submitted to NASDAQ pursuant to Rule 5250(e)(8).Why BullionFX | Alchemy, Why NowGold recently reclaimed its role as the world's premier hard asset, while decentralized finance infrastructure is maturing rapidly toward institutional adoption. BullionFX | Alchemy sits at that precise intersection — a gold-backed blockchain settlement layer with stablecoins, lending protocols, yield products, and Ethereum-based interoperability tools built for scale.The acquisition is structured as an all-stock transaction, meaning BullionFX becomes a direct stakeholder in the combined company's success. Every party at the table is aligned on a single outcome: building long-term value.Eric Gripentrog, Chief Executive Officer:"The shareholder vote is behind us. What's in front of us is the thing that matters — activating the Alchemy platform and closing this transaction. Our team knows what needs to happen and is executing, and looks forward to providing additional updates in the coming weeks. "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 "Parties") to terminate the asset purchase agreement; the effect of such termination; the outcome of any legal proceedings that may be instituted against 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; 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 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 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' 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/299951 Original: Functional Brands Inc. Clears Barrier to $142.9 Million BullionFX | Alchemy Acquisition
US Market News
1月前
Functional Brands Announces Adjournment of Special Meeting of StockholdersMay 27, 2026 7:00 PM
NewsfileScheduled to Reconvene on June 1, 2026Lake Oswego, Oregon--(Newsfile Corp. - May 27, 2026) - Functional Brands Inc. (NASDAQ: MEHA), a leading innovator in wellness and performance products, today announced that the Company's Special Meeting of Stockholders (the "Special Meeting") scheduled to be held on May 28, 2026 at 1:00 p.m. Eastern Time has been adjourned to Monday, June 1, 2026 at 10:00 a.m. Eastern Time. The meeting is being conducted virtually via webcast. No changes have been made to the proposals to be voted on by stockholders at the Special Meeting. The Company's proxy statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC's website at www.sec.gov.The record date for the adjourned Special Meeting continues to be April 16, 2026. No action is required by any stockholder who has previously delivered a proxy and who does not wish to revoke or change that proxy.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. For questions relating to the voting of shares or to request additional or misplaced proxy voting materials, please contact the Company's proxy solicitor: Lioness Consulting LLC at 1-877-672-7073.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.To view the source version of this press release, please visit https://www.newsfilecorp.com/release/299155 Original: Functional Brands Announces Adjournment of Special Meeting of Stockholders
US Market News
2月前
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