MEHA · Functional Brands, Inc. Common Stock

On May 11, 2026, Functional Brands Inc. entered into a Conversion Price Reduction and Waiver Agreement with all holders of its Series C Convertible Preferred Stock. The agreement reduces the conversion price to $0.1636 per share, the market price at execution, replacing the existing tiered conversion prices. This effectively lowers the conversion threshold, potentially increasing dilution for common shareholders. The waiver of the below-price conversion prohibition allows holders to convert regardless of common stock price. The company must file an amendment to the Series C Certificate within three business days. Additionally, any unpaid Cash Consideration from the March 9, 2026 Exchange Agreement will be added as unsecured principal to existing exchange notes, increasing debt but without collateral. The agreement was executed with major holders, indicating coordinated restructuring of the company's capital structure.