SecProbe.io

June 26, 2025
Eric Gripentrog
Chief Executive Officer
Functional Brands Inc.
6400 SW Rosewood Street
Lake Oswego, OR 97035
Re:Functional Brands Inc.
Amendment No. 7 to Registration Statement on Form S-1
Filed May 30, 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 February 14, 2025,
letter.
Amendment No. 7 to Registration Statement on Form S-1
Cover Page
1.Please revise your Cover Page and each place where you discuss how the opening
price of your common stock will be determined to disclose that the price of the
securities sold in the private placement may bear little or no relation to the trading
price of your common stock at or subsequent to the opening of trading on Nasdaq.
About this Prospectus, page ii
Please revise your disclosure to specifically state the amount of common stock
underlying each class of convertible preferred stock, how and when the securities may
be converted to common stock and whether investors in the private placement will be 2.

June 26, 2025
Page 2
subject to lock-up agreements.
3.We note your disclosure that you “have engaged Joseph Gunnar & Co., LLC as a
placement agent for the sale of two classes of convertible preferred stock to
unaffiliated third party accredited investors or qualified institutional buyers in a
private placement” that will “occur contemporaneously with the consummation of
[y]our Direct Listing.” Please provide your analysis regarding the application of
Regulation M in light of the Advisor's dual role as placement agent in relation to the
private placement and financial advisor in connection with the Direct Listing.
Prospectus Summary
Summary of Risks Related to Our Direct Listing and Volatility of Our Common Stock
Following the Offering, page 13
4.Please revise your disclosure both here and in the Risk Factors section to discuss the
uncertainty associated with the fact that few companies have undertaken direct listings
to date.
Risk Factors
Risk Factors Relating to Our Business and Industry
Significant tariffs or other restrictions imposed on imports by the U.S. and related
countermeasures..., page 30
5.We note this newly included risk factor on page 29. Please revise your disclosure to
clarify whether the company imports raw materials for its products from any of the
named countries and, if so, disclose whether you have been impacted by increased
tariffs to date.
Risks Related to This Offering and Ownership of Our Common Stock
The direct listing process differs from an initial public offering underwritten on a firm-
commitment basis., page 30
6.Please revise this risk factor to discuss the challenges the tracing requirement could
pose for potential shareholders in relation to securities liability claims under Section
11 and Section 12 of the Securities Act for a direct listing versus a traditional IPO.
Our common stock currently has no public market. . . ., page 31
7.Please revise this risk factor discussion to state that, due to these risks, the price of
your common stock may decline significantly and rapidly.
Certain Relationships and Related Party Transactions
Transactions with Related Persons, page 90
8.Please revise this section to disclose the names of the related persons and the basis
upon which they are considered related parties. Refer to Item 404(a) of Regulation S-
K for guidance.
Principal and Registered Shareholders, page 91
9.Please revise this section to disclose the number of shares held by registered holders
that may be sold in reliance on Rule 144.

June 26, 2025
Page 3
10.We note your statement that the Advisor will be issued warrants to purchase shares of
common stock in connection with and at the time of the Direct Listing. Please
quantify the number of shares underlying each warrant and disclose the material terms
thereof. Please also reconcile this disclosure with your disclosure on page 126
regarding shares to be issued to the Advisor in connection with the Direct Listing
which does not contemplate the issuance of warrants.
Plan of Distribution, page 125
11.We note your disclosure on page 127 that the Advisor is “assisting with [y]our
investor communication strategy in relation to the Direct Listing.” Please revise your
disclosure to describe the activities to be conducted by the Advisor in relation to the
“investor communication strategy”.
12.We note that the Advisor will receive shares of common stock, warrants with
underlying shares of common stock, and cash compensation in relation to the services
to be performed in connection with the Direct Listing and your disclosure on page 127
that "[a]ll fees to be paid to the Advisor are entirely contingent on the successful
completion of the Direct Listing". Please provide your analysis regarding the
application of Regulation M to the Advisor's compensation.
Notes to the Consolidated Financial Statements
4. Summary of Significant Accounting Policies
Segment Reporting, page F-15
13.You state on page F-15 that as a result of the adoption of ASU 2023-07, you enhanced
your segment disclosures in the report to include the presentation of depreciation and
amortization, interest and joint venture expenses by segment. However, we are unable
to locate these enhanced disclosures. Please revise the filing to provide the disclosures
required by ASC 280-10-50-20 through 50-31.
            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:Barry P. Biggar, Esq.