{"url_path":"/sec/meha/8-k/2026-06-02/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1837254/0001213900-26-063630-index.html","accession_number":"0001213900-26-063630","cik":"0001837254","ticker":"MEHA","issuer_name":"Functional Brands Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1837254/0001213900-26-063630-index.html","primary_entity_key":"0001837254","primary_entity_name":"Functional Brands Inc."},"word_count":375,"has_tables":true,"body_markdown":"** **\n\n \n\n** **\n\n****\n\n \n\n \n\n**** \n\n**Item 5.07. Submission of Matters to a Vote of Security Holders.** \n\n \n\nAt the reconvened Special\nMeeting of Stockholders (the “Special Meeting”) of Functional Brands Inc. (the “Company”) held on June 1, 2026,\nof the Company’s 21,912,868 shares of common stock issued and outstanding and eligible to vote as of the record date of April 16,\n2026, a quorum of 7,874,310 shares, or approximately 35.93% of the eligible shares, was present or represented by proxy. Each of the matters\nset forth below is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission\non April 27, 2026 (the “Proxy Statement”). The following actions were taken at the Special Meeting:\n\n \n\n**Proposal No. 1: Approval of an Amendment to\nthe Company’s Certificate of Incorporation to Effect a Reverse Stock Split**\n\n \n\nTo\napprove the fifth amendment to the Company’s Certificate of Incorporation, as amended, in the form attached to the Proxy Statement\nas Annex A, to, at the discretion of our Board of Directors (the “Board”), effect a reverse stock split of our issued\nand outstanding shares of common stock, par value $0.00001 per share (the “Common Stock”), at any time prior to the one-year\nanniversary 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\nratio to be set within that range at the discretion of the Board without further approval or authorization of our stockholders. The vote\non the proposal was as follows:\n\n \n\nFOR\n \nAGAINST\n \nABSTAIN\n \nBROKER NON-VOTE\n\n4,492,117\n \n3,361,162\n \n21,031\n \nn/a\n\n \n\nThe proposal was approved\nby a majority of the votes cast.\n\n \n\n**Proposal No. 2: Approval of the Functional Brands Inc. 2026 Equity\nIncentive Plan**\n\n \n\nThe second proposal was the\napproval of the Functional Brands Inc. 2026 Equity Incentive Plan. The vote on the proposal was as follows:\n\n \n\nFOR\n \nAGAINST\n \nABSTAIN\n \nBROKER NON-VOTE\n\n4,613,683\n \n1,527,837\n \n58,670\n \n1,732,790\n\n \n\nProposal No. 2 was approved\nby a majority of the votes cast.\n\n \n\n1\n\n \n\n \n\n**SIGNATURE**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\nDated: June 1, 2026\n\n \n\n \nFUNCTIONAL BRANDS INC.\n\n \n \n \n\n \nBy:\n/s/ *Eric Gripentrog*\n\n \n \nName:\nEric Gripentrog\n\n \n \nTitle:\nChief Executive Officer\n\n \n\n2"}