SEC Comment Letter for Functional Brands Inc. (MEHA) (CIK 0001837254) (MEHA) — Dec 19, 2024
Functional Brands Inc. (MEHA) (CIK 0001837254)
Date: Dec. 19, 2024 · CIK: 0001837254 · Accession: 0000000000-24-014022
AI Filing Summary & Sentiment
Letter
December 19, 2024 Eric Gripentrog Chief Executive Officer Functional Brands Inc. 6400 SW Rosewood Street Lake Oswego, OR 97035 Re:Functional Brands Inc. Amendment No. 6 to Draft Registration Statement on Form S-1 Submitted on December 6, 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 November 18, 2024, letter. Amendment No. 6 to Draft Registration Statement on Form S-1 Cover Page 1.We note the Cover Page of your Resale Prospectus states "[w]e intend to apply to list our common stock on the Chicago Board Options Exchange (“NASDAQ”), under the symbol “FBIC”." However, the Cover Page of the Public Offering Prospectus states the following: "We intend to apply to list our common stock on the Nasdaq Capital Market (“NASDAQ”), under the symbol “FBIC”." Please reconcile. Principal Shareholders, page 86 We note your response to prior comment 1. Please revise your Principal Shareholders 2.
December 19, 2024 Page 2 table to reflect HOC's ownership interest in your company or otherwise advise. Exhibits 3.We note your response to prior comment 23 and reissue, as Exhibit 10.18 is not in the proper text-searchable format. See Item 301 of Regulation S-T. 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
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December 19, 2024
Eric Gripentrog
Chief Executive Officer
Functional Brands Inc.
6400 SW Rosewood Street
Lake Oswego, OR 97035
Re:Functional Brands Inc.
Amendment No. 6 to Draft Registration Statement on Form S-1
Submitted on December 6, 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 November 18, 2024, letter.
Amendment No. 6 to Draft Registration Statement on Form S-1
Cover Page
1.We note the Cover Page of your Resale Prospectus states "[w]e intend to apply to list
our common stock on the Chicago Board Options Exchange (“NASDAQ”), under the
symbol “FBIC”." However, the Cover Page of the Public Offering Prospectus states
the following: "We intend to apply to list our common stock on the Nasdaq Capital
Market (“NASDAQ”), under the symbol “FBIC”." Please reconcile.
Principal Shareholders, page 86
We note your response to prior comment 1. Please revise your Principal Shareholders 2.
December 19, 2024
Page 2
table to reflect HOC's ownership interest in your company or otherwise advise.
Exhibits
3.We note your response to prior comment 23 and reissue, as Exhibit 10.18 is not in the
proper text-searchable format. See Item 301 of Regulation S-T.
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