SecProbe.io

November 18, 2024
Eric Gripentrog
Chief Executive Officer
Functional Brands Inc.
6400 SW Rosewood Street
Lake Oswego, OR 97035
Re:Functional Brands Inc.
Amendment No. 5 to Draft Registration Statement on Form S-1
Submitted on October 24, 2024
CIK No. 0001837254
Dear Eric Gripentrog:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 29, 2023, letter.
Amendment No. 5 to Draft Registration Statement on Form S-1
Prospectus Summary, page ii
1.You state here and elsewhere in the submission that Functional Brands is a 72%
subsidiary owned by Hemptown Organics (HOC). Based on the disclosures in your
financial statements and elsewhere in the submission, it appears that HOC owns 120
million shares of Functional Brands it obtained for licenses and in the reorganization,
and that Functional Brands has 122.7 million shares outstanding as stated on page F-7.
Please explain the basis for the statement that you are a 72% owned subsidiary
of HOC.

November 18, 2024
Page 2
P2i (prenatal) Brand, page 2
2.We note you have revised your disclosure both here and elsewhere to include
information regarding a prenatal vitamin which you describe as "certified". Please
revise to describe what authority has "certified" the vitamin and explain the
procedures and standards that were required to be met in order to receive such
certification. If no such formal certification was received, please remove the use of the
term in all instances where used.
The Offering, page 7
3.Please revise the use of proceeds disclosure in the Prospectus Summary to clarify that
53% of the net proceeds of the offering will go towards a deferred payment in
connection with the Kirkman acquisition, which has a maturity date of January 1,
2025. In addition, elsewhere in the prospectus, where the Asset Purchase Agreement
for the net assets of Kirkman is discussed, please clarify to whom the payment is due
(i.e., the "Seller" under the agreement) and file Schedule A to the Asset Purchase
Agreement as part of your exhibits. In this regard we note that page 1 of the Asset
Purchase Agreement describes Schedule A as containing the following
information: "each of the Persons listed as an Owner on  Schedule A  hereto who are
the direct and indirect equity owners of Sellers (collectively, the “ Owners”)".
Risk Factors
We have two customers that account for a substantial portion of our revenues..., page 17
4.We note your response to prior comment 5 and your newly added disclosure that you
have a written purchase agreement in place with iHerb, which accounted for
approximately 22% of the company's total revenue for the fiscal year ended December
31, 2023. Please file this purchase agreement as an exhibit or provide an analysis
supporting your determination that the company is not substantially dependent on the
agreement. See Item 601(b)(10) of Regulation S-K.
Results of Operations
Liquidity and Capital Resources, page 43
5.Please revise your discussion of future liquidity and capital resource requirements to
analyze material cash requirements from known contractual and other obligations.
Specify the type of obligation and the relevant period for the related cash
requirements and discuss the anticipated source of funds needed to satisfy such
obligations. Refer to Item 303(b)(1) of Regulation S-K.
Business
Competitive Strengths, page 47
We note your response to prior comment 9 and reissue. We note your website
disclosed on page 6 advertises Trailer Park Boys Delta 9 Drink Enhancers with 20 mg
of THC per packet and Trailer Park Boys Delta 9 Gummies with 5 mg or 15 mg of D9
in each gummy. We also note the disclaimer on your website that "DELTA 9 IS
KNOWN TO PRODUCE STRONG PSCYHOACTIVE EFFECTS." It appears these
products, and others, may be advertised for recreational use and provide psychoactive 6.

November 18, 2024
Page 3
effects. If true, please revise your Prospectus throughout, as appropriate, including
risk factor disclosure, or otherwise advise.
7.We note your response to prior comment 12 and reissue in part. Please file the
extension agreement as an exhibit, as it was not filed as previously indicated. Please
also revise your disclosure regarding the royalty rate for the Trailer Park Boys license
agreement to consistently appear as 20% throughout the prospectus, as you have
stated on page 4.
Industry, page 49
8.We note your response to prior comment 10 and reissue in part. Please revise page 52
where you discuss the benefits of CBD to disclose whether the FDA has approved
CBD for any indications and disclose those indications.
Laws and Regulations Relating to Our Products
Hemp and marijuana regulatory regimes in each state where we sell hemp derived products.,
page 59
9.We note your response to prior comment 13 and reissue in part. Please revise to
explain the footnote to your table appearing on page 69 and indicate the states where
you sell your hemp products. To this point, we note there are no rows or columns that
are "green."
Index to Combined Financial Statements, page F-1
10.We note that you added a Table of Contents on page F-3 for the Consolidated
Financial Statements. Therefore, please revise the Index to Combined Financial
Statements since the financial statements are no longer presented on a Combined
basis, or advise why no revision is necessary.
Financial Statements
Consolidated Statements of Changes in Equity, page F-7
11.Please revise the name of the last column to Total Shareholders' Equity/(Deficit).
Note 3 - Basis of Presentation, page F-10
12.Please expand your disclosure of the restructuring to address how the recognized
assets and liabilities transferred were measured at the date of transfer. Clearly indicate
that financial data for previously separate entities are combined for all periods
presented during which the entities were under common control. Refer to ASC 850-
50-45-5 and 805-50-50-3.
13.Please provide disclosure about the nature of the control relationships and ownership
percentages that exist among these entities and the parent company Hemptown
Organics Corp. Refer to ASC 850-10-50-6.
14.Please further confirm to us that the carrying amounts of the assets and liabilities
transferred do not differ from the historical cost of the parent. Refer to ASC 805-50-
30-5.

November 18, 2024
Page 4
Note 4 - Restatement of Previously Issued Financial Statements, page F-11
15.Given the number of errors that were corrected, please provide a more comprehensive
description of the overall nature of how these errors occurred and how they were
identified. Disclose the cumulative effect of the change on retained earnings and other
appropriate components of equity in the statement of financial position as of the
beginning of the earliest period presented, rather than the total equity amounts
presented on page F-19 and the total amounts shown on page F-14. Refer to ASC 250-
10-50-7 and -7.b. In addition, please revise the tabular presentations in your Summary
Financial Information and Management's Discussion and Analysis disclosures to label
the year ended December 31, 2022 columns as restated.
16.Please have your auditor revise its audit report to refer to the restatement or tell us
why an explanatory paragraph would not be required. Refer to paragraph 18e of
PCAOB Standards 3101.
17.For the statement of changes in equity on page F-19, please label the December 31,
2021 line item as Restated.
Note 13 - Business Combination, page F-31
18.You have recorded the asset purchase with Kirkman under the acquisition method.
Please provide your analysis of the facts and circumstances that resulted in your
conclusion that this is a business acquisition and not an acquisition of assets. As part
of you response, tell us when this determination was made and which entity
initially recognized it. Refer to ASC 805-10-25-1.
Note 21 - Related Party Transactions
Long-term debt, page F-36
19.Please revise the 'loan payable' line item on the balance sheet to indicate the payable is
to a related party.
Inter-company transactions, page F-37
20.You have disclosed that $3.0 million was due to related parties on December 31, 2022
and nothing was due as of December 31, 2023 on your balance sheet. You state here
that $1.6 million was forgiven and recorded as additional paid-in capital. No
repayment of related party items is disclosed in your statement of cash flows or
disclosed as a non-cash item. Please explain how the remaining $1.4 million was
extinguished and recorded in your financial statements.
Exhibits
21.We note your response to prior comment 39 and reissue. The requested exhibit does
not appear to have been filed. Please revise to attach your license agreement with
Hemptown Organics Corp. referred to on page 54 as an exhibit or otherwise advise.
Refer to Item 601(b)(10) of Regulation S-K.
We note your response to prior comment 40 and reissue, as Exhibits 10.3 and 10.9,
which were filed as Exhibits 10.2 and 10.10 in Amendment No. 3 to the Draft
Registration Statement on Form S-1 submitted August 17, 2024, are not in the proper 22.

November 18, 2024
Page 5
text-searchable format.  See Item 301 of Regulation S-T.
23.Please revise to file the Fourth Forbearance amendment dated September 24, 2024,
and the Confession of Judgement discussed on page 5 as exhibits or otherwise advise.
General
24.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            Please contact Gary Newberry at 202-551-3761 or Vanessa Robertson at 202-551-
3649 if you have questions regarding comments on the financial statements and related
matters. Please contact Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Scott Linsky