SecProbe.io

January 16, 2025
Eric Gripentrog
Chief Executive Officer
Functional Brands Inc.
6400 SW Rosewood Street
Lake Oswego, OR 97035
Re:Functional Brands Inc.
Registration Statement on Form S-1
Filed January 8, 2025
File No. 333-284180
Dear Eric Gripentrog:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Cash Flows from Financing Activities, page 47
1.You disclose that one of the factors for the change in net cash used in financing
activities in the quarter ended September 30, 2024, was the result of payments to long
term debt. Please clarify your disclosure as it appears this was primarily the result of
the payment for payable acquisition. In addition, revise to discuss the loan payables
executed during 2024 which were a source of cash provided by financing
activities as described on page F-22.
Notes to the Consolidated Financial Statements (Unaudited)
3. Basis of Presentation, page F-6
Disclose if the unaudited interim consolidated financial statements reflect all 2.

January 16, 2025
Page 2
adjustments which are, in the opinion of management, necessary to a fair statement of
the results for the interim periods presented, and whether or not all such adjustments
are of a normal recurring nature. Refer to Rule 10-01(b)(8) of Regulation S-X.
13. Intangible Assets & Goodwill, page F-19
3.The disclosure states that there were further impairments to the intangible assets
during the nine-month period ended September 30, 2024, and the year ended
December 31, 2023. Please disclose the amount of the impairments or revise to state
there were no impairments, if true.
Exhibits
4.We note your response to prior comment 3 and reissue, as multiple exhibits are still
not text-searchable. See Item 301 of Regulation S-T.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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