Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On December 30, 2025, Functional Brands Inc. (the "Company") entered into a Series A Convertible Preferred Stock Purchase Agreement (the "SPA") with Helena Global Investment Opportunities 1 Ltd. (the "Seller"), pursuant to which the Company agreed to purchase from the Seller, and the Seller agreed to sell to the Company, all of the Seller's shares of the Company's Series A Convertible Preferred Stock (the "Series A Preferred"), consisting of 12,022 shares (the "Purchase").

The purchase price for the Purchase was $15.00 per share or an aggregate of $180,330.00, which the Company funded from its available working capital. The Purchase closed on December 31, 2025 (the "Closing"), upon the satisfaction of customary closing conditions set forth in the SPA, including delivery of the shares. The SPA includes customary representations and warranties and covenants.

After the Closing, the shares of Series A Preferred so purchased by the Company will be cancelled in accordance with the Company's organizational documents and applicable law, and the Company will cause appropriate entries to be made in its books and records.

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the SPA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

The Company purchased the Series A Preferred described above as part of its ongoing efforts to reduce potential dilution. The Purchase relates solely to the Series A Preferred held by the Seller and does not affect the rights of any other holders of the Series A Preferred.