Regulation FD Presentation (Form 8-K)

Functional Brands Inc. Signs Binding Letter of Intent for the Acquisition of the Assets of BullionFX | Alchemy for $142.9 million

Strategic acquisition of BullionFX | Alchemy assets is expected to position MEHA to develop a decentralized gold-backed financial ecosystem anchored by an auditable physical gold infrastructure

Lake Oswego, OR - May 11, 2026 - Functional Brands Inc. (NASDAQ: MEHA), (the "Company"), a leading innovator in wellness and performance products, today announced it has executed a binding Letter of Intent ("LOI") to acquire the assets of BullionFX, including its core product Alchemy (collectively, the "BullionFX Assets"), in an all-stock transaction valued at approximately $142.9 million.

The transaction contemplated by the LOI represents a strategic asset acquisition that is expected to provide the Company with access to technology, infrastructure and intellectual property associated with the BullionFX Assets, a blockchain-based financial ecosystem designed around auditable physical gold. Upon closing and operationalization, the BullionFX Assets are expected to support the development of products and infrastructure intended to enable retail and institutional users to access gold-linked digital financial applications, including payments, above-market yield and decentralized finance functionalities.

The BullionFX Assets also include technology designed to facilitate interoperability between traditional financial systems and blockchain-based networks, including infrastructure developed on Ethereum. The acquisition of the BullionFX Assets is a natural extension of Functional Brands' core strategy of identifying innovative products and platforms that address emerging consumer needs and create long-term value for shareholders.

The BullionFX Assets offer a comprehensive DeFi ecosystem in which every unit of digital value is directly tied to auditable physical gold held by independent custodians. The platform's architecture supports gold and USD backed stablecoins, lending and borrowing protocols, yield products, and cross-chain interoperability; all underpinned by real-time attestation of gold reserves through third-party institutional grade audit mechanisms.

"This transaction will be transformational for Functional Brands and our shareholders," said Eric Gripentrog, CEO of Functional Brands Inc. "The BullionFX Assets are expected to enable us to create what we believe is the most credible bridge between physical gold markets and decentralized finance. A fully auditable, real collateral with a protocol designed for institutional and retail participants alike. We are proud to formalize our commitment to bring this ecosystem into the public markets."

Stephen Moss, creator and developer of the BullionFX Assets commented, "Bringing Alchemy to the Nasdaq will provide market access and institutional credibility our platform needs to accelerate its mission: delivering a stable, transparent financial ecosystem to retail users while bridging traditional and decentralized financial products. This convergence allows institutions to offer competitive products that the traditional sector alone cannot provide, as we enter a new era of financial innovation. We look forward to working with the MEHA management team to utilize the BullionFX Assets to launch a number of leading institutional products - including high-yielding exchange-traded funds denominated in gold and USD, and a USD stablecoin backed by physical gold, free from the counterparty risk inherent in holding USD within the centralized banking system.."

Simon Rahme, co-creator and developer expanded, "Every major financial ecosystem requires a stable foundation. Blockchain has had the infrastructure - what it has lacked is the right asset to build on. Alchemy's blockchain has been built to run on $GOLD - physical metal, vaulted and audited - giving developers and institutions a settlement layer with five thousand years of monetary validation behind it."

Under the terms of the binding LOI, the parties have agreed to work expeditiously toward definitive agreements, with final terms subject to completion of due diligence, regulatory review, approval by the respective boards of directors and other customary closing conditions. The $142.9 million valuation reflects BullionFX's technology infrastructure and early projected revenue from its suite of decentralized financial products.

About Functional Brands Inc. (NASDAQ: MEHA)

Functional Brands Inc. (NASDAQ: MEHA) is a health and wellness company dedicated to delivering innovative, evidence-based therapeutic solutions through its proprietary digital platform, Tru2u.health. The Company's mission is to make clinically meaningful health optimization accessible, personalized, and scalable for every member. Functional Brands develops and distributes a curated portfolio of functional health products, peptide therapies, and telehealth services designed to support metabolic health, longevity, and overall wellbeing.

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