Asset Purchase Agreement between Functional Brands Inc. and BullionFX

Functional Brands Inc. has entered into an Asset Purchase Agreement with BullionFX to acquire certain assets and intellectual property, including the Alchemy product, a blockchain-based financial ecosystem. The acquisition will be made in exchange for 100,000 shares of a new Series D Preferred Stock, valued at an expected $142,900,000. This preferred stock is set to automatically convert into common stock upon stockholder approval, with specific conditions related to Nasdaq listing requirements. The transaction is anticipated to close in the second or third quarter of 2026, contingent upon various closing conditions, including the resolution of outstanding litigation, completion of due diligence, and securing a minimum of $10 million in equity financing. The agreement includes customary representations, warranties, and indemnification clauses. The Series D Preferred Stock will have limited voting rights prior to conversion but includes protective provisions. The company will also seek stockholder approval for the issuance of conversion shares and an increase in authorized common stock post-closing. In the event of termination under certain conditions, a break-fee may apply, with provisions for a significantly higher fee if a superior proposal is involved.