SecProbe.io

February 6, 2025
Eric Gripentrog
Chief Executive Officer
Functional Brands Inc.
6400 SW Rosewood Street
Lake Oswego, OR 97035
Re:Functional Brands Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 28, 2025
File No. 333-284180
Dear Eric Gripentrog:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our January 16, 2025, letter.
Amendment No. 1 to Registration Statement on Form S-1
Selling Stockholders, page 89
1.We note that you have now included the above-entitled section in the Public Offering
Prospectus; however, this is inconsistent with the Explanatory Note at the start of the
registration statement which indicates that the Public Offering Prospectus will be used
for the public offering only and not the resale of shares contemplated in the alternative
pages. Please explain why you have included this section in the Public Offering
Prospectus or remove the section from page 89.

February 6, 2025
Page 2
Report of Independent Registered Public Accounting Firm, page F-30
2.Please tell us why this report is not dated to address the retroactive restatement of
your financial statements for the reverse stock split effective January 22, 2025. Refer
to AS 3110.05 and 3110.07.
General
3.Please revise the alternative cover page for the Resale Prospectus to clarify whether
the resale offer can proceed if the primary offering does not close, either because the
Nasdaq listing is not obtained or otherwise. If the resale offering is contingent on the
closing of the primary offering, please state that the resale offering may not
commence until the primary offering closes, if true. If the resale offering may be
conducted concurrently with the primary offering, please revise your disclosure in the
Explanatory Note and on the cover pages of both prospectuses to make this clear, and
include risk factor disclosure regarding the implications of the offerings running
concurrently, including, but not limited to, the effect of the resale offering on the price
and demand for primary offering shares.
            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