{"url_path":"/sec/meha/8-k/2026-05-12/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/1837254/0001213900-26-054617-index.html","accession_number":"0001213900-26-054617","cik":"0001837254","ticker":"MEHA","issuer_name":"Functional Brands Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1837254/0001213900-26-054617-index.html","primary_entity_key":"0001837254","primary_entity_name":"Functional Brands Inc."},"word_count":278,"has_tables":true,"body_markdown":"** **\n\n \n\n****\n\n****\n\n \n\n** **\n\n**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn May 11, 2026, Functional\nBrands Inc. (the “Company”) entered into a Conversion Price Reduction and Waiver Agreement (the “Agreement”) with\nall of the holders of the Company’s Series C Convertible Preferred Stock.\n\n \n\nPursuant to the Agreement,\nthe conversion price applicable to the Series C Preferred Stock during the Fixed Conversion Period was reduced to $0.1636 per share of\ncommon stock, the market price of such stock at the time of the execution of the Agreement, replacing the existing tiered conversion prices\nand related tier allocation under the Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock filed\nwith the Secretary of State of the State of Delaware on or about March 12, 2026 (the “Series C Certificate”). The Company\nand the holders also waived the prohibition on below-price conversions under the Series C Certificate with respect to conversions at the\nreduced conversion price.\n\n \n\nThe Agreement further provides\nthat the Company will file an amendment to the Series C Certificate with the Secretary of State of the State of Delaware to conform the\nSeries C Certificate to the terms of the Agreement. In addition, any unpaid Cash Consideration under the Exchange and Amendment Agreement,\ndated March 9, 2026, will be added to and capitalized as additional principal under the applicable holders’ existing exchange notes,\nexcept that such additional principal and any interest thereon will be unsecured.\n\n \n\nThe foregoing description\nof the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1\nto this Current Report on Form 8-K and incorporated herein by reference."}