SEC Comment Letter for Functional Brands Inc. (MEHA) (CIK 0001837254) (MEHA) — Sep 16, 2025
Functional Brands Inc. (MEHA) (CIK 0001837254)
Date: Sept. 16, 2025 · CIK: 0001837254 · Accession: 0000000000-25-009996
AI Filing Summary & Sentiment
File numbers found in text: 333-284180
Letter
September 16, 2025 Eric Gripentrog Chief Executive Officer Functional Brands Inc. 6400 SW Rosewood Street Lake Oswego, OR 97035 Re:Functional Brands Inc. Amendment No. 10 to Registration Statement on Form S-1 Filed September 4, 2025 File No. 333-284180 Dear Eric Gripentrog: We have reviewed your amended registration statement and have the following comment. 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 August 28, 2025, letter. Amendment No. 10 to Registration Statement on Form S-1 Plan of Distribution, page 127 1.We note your response to prior comment 2. Please revise your disclosure to clarify that the Series A and Series B Convertible Preferred Stock "cannot be converted until 45 days after the occurrence of the Qualified Event" and define "Qualified Event" where appropriate.
September 16, 2025 Page 2 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.
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September 16, 2025
Eric Gripentrog
Chief Executive Officer
Functional Brands Inc.
6400 SW Rosewood Street
Lake Oswego, OR 97035
Re:Functional Brands Inc.
Amendment No. 10 to Registration Statement on Form S-1
Filed September 4, 2025
File No. 333-284180
Dear Eric Gripentrog:
We have reviewed your amended registration statement and have the following
comment.
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 August 28, 2025, letter.
Amendment No. 10 to Registration Statement on Form S-1
Plan of Distribution, page 127
1.We note your response to prior comment 2. Please revise your disclosure to clarify
that the Series A and Series B Convertible Preferred Stock "cannot be converted until
45 days after the occurrence of the Qualified Event" and define "Qualified
Event" where appropriate.
September 16, 2025
Page 2
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.