{"url_path":"/sec/meha/8-k/2026-07-02/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1837254/0001213900-26-074986-index.html","accession_number":"0001213900-26-074986","cik":"0001837254","ticker":"MEHA","issuer_name":"Functional Brands Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1837254/0001213900-26-074986-index.html","primary_entity_key":"0001837254","primary_entity_name":"Functional Brands Inc."},"word_count":464,"has_tables":true,"body_markdown":"**Item 5.02 Departure of Directors or Certain Officers; Election of\nDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n*Executive Employment Agreement Amendment*\n\n \n\nOn June 30, 2026, the Compensation\nCommittee of the Board of Directors of Functional Brands Inc. (the “Company”) approved the amendment no. 3 (“Amendment’)\nto the Executive Employment Agreement, dated as of March 1, 2025, (the “Employment Agreement”), by and between the Company\nand Eric Gripentrog, the Chief Executive Officer of the Company. Pursuant to the Amendment, Section 2.4(a) of the Employment Agreement\nwas amended to delete the prior provision providing for a performance equity award of restricted stock units in the aggregate value of\n$500,000 and to replace such award with a grant of options to purchase 3,500,000 shares of the Company’s common stock, par value\n$0.00001 per share (“Common Stock”), under the Company’s 2026 Equity Incentive Plan (“Plan”) and a stock\noption award agreement thereunder. The options are designated as incentive stock options, have an exercise price of $0.0055 per share,\na term of ten years from the date of grant, are fully vested and exercisable as of the date of grant, and have a grant-date fair value,\ndetermined using the Black-Scholes option-pricing method, of approximately $14,685.\n\n \n\nThe foregoing description\nof the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the\nform of Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.\n\n \n\n*Option Agreement*\n\n* *\n\nOn June 30, 2026, the Company\nentered into a Stock Option Agreement (“Option Agreement”) with Mr. Gripentrog, pursuant to which the Company granted Mr.\nGripentrog an option to purchase 3,500,000 shares of Common Stock under the Plan. The option has an exercise price of $0.0055 per share,\nrepresenting a total exercise price of $19,250.00, and expires on June 29, 2036, subject to earlier expiration under the Plan and the\nOption Agreement. The option is fully vested and immediately exercisable with respect to all 3,500,000 shares subject to the option as\nof the date of grant and is not subject to any vesting schedule, service-based vesting condition or risk of forfeiture for failure to\nvest. The Option Agreement provides that if Mr. Gripentrog ceases to be a service provider for any reason other than death or disability,\nhe may exercise the vested shares subject to the option within three months after such cessation, but in no event later than the expiration\ndate.\n\n \n\nThe foregoing description\nof the Option Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text\nof the form of Option Agreement, a copy of which is attached hereto as Exhibit 10.2, and is incorporated herein by reference."}