06/02/2026 | Press release | Distributed by Public on 06/02/2026 04:03
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the reconvened Special Meeting of Stockholders (the "Special Meeting") of Functional Brands Inc. (the "Company") held on June 1, 2026, of the Company's 21,912,868 shares of common stock issued and outstanding and eligible to vote as of the record date of April 16, 2026, a quorum of 7,874,310 shares, or approximately 35.93% of the eligible shares, was present or represented by proxy. Each of the matters set forth below is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2026 (the "Proxy Statement"). The following actions were taken at the Special Meeting:
Proposal No. 1: Approval of an Amendment to the Company's Certificate of Incorporation to Effect a Reverse Stock Split
To approve the fifth amendment to the Company's Certificate of Incorporation, as amended, in the form attached to the Proxy Statement as Annex A, to, at the discretion of our Board of Directors (the "Board"), effect a reverse stock split of our issued and outstanding shares of common stock, par value $0.00001 per share (the "Common Stock"), at any time prior to the one-year anniversary date of the Special Meeting, at a ratio, ranging from one-for-two (1:2) to one-for-two hundred fifty (1:250), with the exact ratio to be set within that range at the discretion of the Board without further approval or authorization of our stockholders. The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 4,492,117 | 3,361,162 | 21,031 | n/a |
The proposal was approved by a majority of the votes cast.
Proposal No. 2: Approval of the Functional Brands Inc. 2026 Equity Incentive Plan
The second proposal was the approval of the Functional Brands Inc. 2026 Equity Incentive Plan. The vote on the proposal was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 4,613,683 | 1,527,837 | 58,670 | 1,732,790 |
Proposal No. 2 was approved by a majority of the votes cast.