SecProbe.io

August 28, 2025
Eric Gripentrog
Chief Executive Officer
Functional Brands Inc.
6400 SW Rosewood Street
Lake Oswego, OR 97035
Re:Functional Brands Inc.
Amendment No. 9 to Registration Statement on Form S-1
Filed August 12, 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 July 31, 2025, letter.
Amendment No. 9 to Registration Statement on Form S-1
General
We continue to consider your response to prior comment 1, including your statements
that:

•“the funding of the private placement will occur upon the completion of the
closing conditions set forth in the purchase agreements;”
•the conditions include “confirmation by Nasdaq of the acceptance of the direct
listing;”
•“[a]ll closing conditions are outside of the investors’ control;”
“the Company will only request effectiveness . . . upon receipt from Nasdaq of •1.

August 28, 2025
Page 2
acceptance of the direct listing;”
•“[t]herefore, the investors are irrevocably bound to purchase the securities subject
to the filing and effectiveness of the Registration Statement;” and
•“prior to the closing, but upon receipt of listing confirmation from Nasdaq, the
investors must deliver [their] subscription amounts to [the] escrow agent.”

Please explain in detail the expected timing, in relation to each other, of (1) your
expected request for effectiveness, (2) receipt of Nasdaq’s approval of the listing
application, (3) the opening of trading for the company’s securities, (4) the required
payment for the Series A and B Convertible Preferred Stock, and (5) the closing of the
private placement transaction.
2.We note that the terms of the Securities Purchase Agreement filed as Exhibit 10.23
provide that the “direct listing of the Company’s securities” is a condition precedent
to the purchasers’ obligations to pay the subscription amounts and that a closing shall
not occur until all conditions precedent to those obligations have been satisfied. Please
clarify, with regard to the definition of “Qualified Event” in the Securities Purchase
Agreement, what is meant by “the direct listing of the Company’s securities on a
Trading Market.” You disclose in the filing that “[f]unding of the purchase of such
preferred stock is conditioned upon completion  of the Direct Listing” (cover page)
and that “[o]n July 22, 2025 the Company agreed upon the consummation  of the
Direct Listing to issue 1,800,000 shares of convertible preferred stock to 6 accredited
investors in a private placement transaction.” (page II-2).  Please reconcile these
disclosures and terms with the statements in your response to prior Comment 1 that
“upon receipt of listing confirmation from Nasdaq, the investors must deliver [their]
subscription amounts to [the] escrow agent” and with the provisions of the Securities
Purchase Agreement that provide “[t]he Registrable Securities shall be immediately
tradable at the time of the Qualified Event” and that “Bonus Preferred Shares [might]
have converted into the Company’s Common Stock in advance of a Qualified Event. .
. .”
3.In light of your response that all conditions to closing are outside the control of the
private placement purchasers, please advise us whether those purchasers would be
restricted from submitting bids or offers in connection with the opening of trading in
the direct listing. If so, advise us of the earliest date on which such investors would be
permitted to resell securities in reliance on the registration statement.
Risk Factors
Risks Related to This Offering and Ownership of Our Common Stock, page 30
4.Please revise to add a risk factor describing the potential conflict that Joseph Gunnar
& Co., LLC, in its capacity as the Advisor, may face in making its decision to proceed
at the Current Reference Price while also having served as the placement agent in the
July 22, 2025, private placement transaction.

August 28, 2025
Page 3
            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.