Functional Brands Inc. Form 8-K Filing

This Form 8-K filing by Functional Brands Inc. details a material definitive agreement entered into on March 9, 2026. The company, through an Exchange Agreement, is exchanging its Series A and Series B Convertible Preferred Stock for a package including Series C Convertible Preferred Stock, cash, Senior Secured Convertible Notes, and shares of the company's common stock. The total stated value to be covered by this consideration is $8,378,000. The Series C Preferred has a stated value of $1,000 per share and is convertible into common stock at three fixed conversion price tiers ($0.30, $0.35, and $0.41). The Notes bear 12% annual interest and are convertible into common stock at 120% of the closing price on the exchange date. To secure its obligations, the company has granted investors a lien on substantially all of its assets via a Pledge and Security Agreement. Additionally, the company filed a Certificate of Designation for the Series C Preferred Shares on March 12, 2026.