Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on May 22, 2026, Functional Brands Inc. (the "Company") entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with BullionFX (the "Seller"), pursuant to which the Company agreed to acquire certain assets of the Seller, including its "Alchemy" gold-backed blockchain settlement platform, in exchange for 100,000 shares of the Company's Series D Convertible Preferred Stock.

On June 29, 2026, the Seller elected to terminate the Asset Purchase Agreement. As a result, the Asset Purchase Agreement has been terminated effective as of June 29, 2026, and the transactions contemplated by the Asset Purchase Agreement will not be consummated.

The foregoing description of the Asset Purchase Agreement and its termination does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on May 22, 2026.