MEHA · Functional Brands, Inc. Common Stock

Functional Brands Inc. (NASDAQ: MEHA) announced a binding Letter of Intent to acquire the assets of BullionFX Ltd, including its Alchemy blockchain platform, for $142.9 million in preferred stock. The transaction is structured as an asset acquisition, with the preferred stock expected to convert into common stock upon shareholder approval, which will be sought in accordance with Nasdaq rules. The acquisition is intended to provide Functional Brands with a blockchain-based financial ecosystem backed by auditable physical gold, enabling products like gold-backed stablecoins, lending protocols, and cross-chain interoperability. The LOI includes a due diligence period ending May 31, 2026, and the parties aim to finalize a definitive agreement. Key conditions include satisfactory due diligence, a valuation report, Nasdaq approval, and shareholder approval. The LOI automatically terminates if not executed by June 15, 2026. The transaction represents a significant strategic shift for Functional Brands, moving from wellness products into decentralized finance, and will result in substantial dilution to existing shareholders. The press release (Exhibit 99.1) includes forward-looking statements cautioning that there is no guarantee the transaction will be completed.