{"url_path":"/sec/meha/8-k/2026-06-15/item-3-01","section_key":"item-3-01","section_title":"Item 3.01 Notice of Delisting or Failure to","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1837254/0001213900-26-068518-index.html","accession_number":"0001213900-26-068518","cik":"0001837254","ticker":"MEHA","issuer_name":"Functional Brands Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1837254/0001213900-26-068518-index.html","primary_entity_key":"0001837254","primary_entity_name":"Functional Brands Inc."},"word_count":418,"has_tables":true,"body_markdown":"**Item 3.01 Notice of Delisting or Failure to\nSatisfy a Continued Listing Rule or Standard; Transfer of Listing  **\n\n \n\nOn June 9, 2026, Functional\nBrands Inc. (the “Company”) received a written notification (the “Staff Determination”) from the Listing Qualifications\nDepartment of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that Nasdaq had determined to delist the Company’s common\nstock from The Nasdaq Capital Market. The Staff Determination was issued pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low\nPriced Stocks Rule”).\n\n \n\nAs previously disclosed, on\nDecember 30, 2025, the Company received notice from Nasdaq that the closing bid price of the Company’s common stock had been below\n$1.00 per share for 30 consecutive business days and that the Company was therefore not in compliance with Nasdaq Listing Rule 5550(a)(2),\nwhich requires a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”).\nAt that time, the Company was afforded 180 calendar days, or until June 29, 2026, to regain compliance with the Bid Price Requirement.\n\n \n\nThe Staff Determination states\nthat, 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.\nUnder the Low Priced Stocks Rule, if during any compliance period a company’s security has a closing bid price of $0.10 or less\nfor ten consecutive trading days, the Listing Qualifications Department is required to issue a Staff Delisting Determination. As a result,\nNasdaq has determined to delist the Company’s common stock and stated that trading of the Company’s common stock will be suspended\nat the opening of business on June 16, 2026, and that a Form 25-NSE will be filed with the Securities and Exchange Commission to remove\nthe Company’s securities from listing and registration on The Nasdaq Stock Market.\n\n \n\nThe Company may request a\nhearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff Determination, pursuant to the procedures set forth\nin the Nasdaq Listing Rule 5800 Series. A hearing request must be submitted, along with a non-refundable fee of $20,000, no later than\n4:00 p.m. Eastern Time on June 16, 2026.\n\n \n\nThere 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\nlisting 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),\na timely request for a hearing will not stay the trading suspension of the Company’s common stock."}