Functional Brands lowers Series C preferred conversion price to $0.1636

Functional Brands Inc. has agreed with all of the holders of its Series C Convertible Preferred Stock to lower the conversion price of that preferred stock to $0.1636 per share of common stock. The company signed the Conversion Price Reduction and Waiver Agreement on May 11, 2026, and disclosed it in a Form 8-K filed on May 12, 2026. The company states that the new price equals the market price of its common stock at the time the agreement was executed.

The terms

The agreement covers the Series C Preferred Stock during its Fixed Conversion Period. It replaces the existing tiered conversion prices and the related tier allocation set out in the Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock. The 8-K calls that document the Series C Certificate and says it was filed with the Secretary of State of the State of Delaware on or about March 12, 2026.

Under the same agreement, the company and the holders waived the prohibition on below-price conversions under the Series C Certificate with respect to conversions at the reduced conversion price. The waiver applies only to conversions at that reduced price.

The agreement also deals with the Exchange and Amendment Agreement, dated March 9, 2026. Any unpaid Cash Consideration under that agreement will be added to, and capitalized as, additional principal under the applicable holders' existing exchange notes. The filing states that this additional principal, and any interest on it, will be unsecured.

The full text of the agreement is filed as Exhibit 10.1 to the 8-K, under the title Form of Conversion Price Reduction and Waiver Agreement. The 8-K says its own description of the agreement is qualified in its entirety by that exhibit.

The sequence of events

The filings in this story put the events in the following order. The Exchange and Amendment Agreement is dated March 9, 2026. The Series C Certificate was filed on or about March 12, 2026. The Conversion Price Reduction and Waiver Agreement was signed on May 11, 2026, and the 8-K reporting it was filed on May 12, 2026. The 8-K reports under two items only: Item 1.01, Entry into a Material Definitive Agreement, and Item 9.01, Financial Statements and Exhibits.

About the company

Functional Brands Inc. is a Delaware corporation with its principal executive offices at 6400 SW Rosewood Street in Lake Oswego, Oregon 97035. Its Commission File Number is 001-42936. The 8-K is signed by Eric Gripentrog, Chief Executive Officer, and is dated May 11, 2026.

Financial position

The XBRL data that accompanies the company's filings states the following figures, drawn from its annual report on Form 10-K filed March 27, 2026. For the fiscal year ended December 31, 2025, Functional Brands reported revenue of $6.6 million and net income (loss) of $758,478. For the fiscal year ended December 31, 2024, it reported revenue of $6.6 million and net income (loss) of negative $559,356.

Cash from operations was negative $1.3 million for the fiscal year ended December 31, 2025, compared with $1,990 for the fiscal year ended December 31, 2024. Year-end cash and cash equivalents for 2024 were $211,642. The reported 2025 profit therefore sat beside negative operating cash flow, and the data give no year-end 2025 cash balance.

The risks ahead

The company still has to file the amendment to the Series C Certificate in Delaware, and the 8-K gives no date. A lower conversion price means each share of Series C preferred converts into more common shares, and the waiver allows conversions below the earlier price floor at the new price. The filing does not say how many shares may result, or how much unpaid Cash Consideration remains. Any capitalized amount becomes unsecured additional principal on the exchange notes. The XBRL data shows cash from operations of negative $1.3 million for 2025.

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