Functional Brands Inc. Amends S-1 Filing

Ticker: MEHA · Form: S-1/A · Filed: Jan 28, 2025 · CIK: 1837254

Sentiment: neutral

Topics: sec-filing, ipo, amendment

TL;DR

Functional Brands (fka HT Naturals) filed S-1/A on Jan 28, 2025. IPO/offering details updated.

AI Summary

Functional Brands Inc., formerly HT Naturals Inc., filed an S-1/A amendment on January 28, 2025, for its registration statement. The company, incorporated in Delaware, is in the medicinal chemicals and botanical products sector and is headquartered in West Hollywood, California. This filing is an amendment to a previous registration, indicating ongoing efforts to go public or adjust existing public offering details.

Why It Matters

This S-1/A filing provides updated information for investors considering Functional Brands Inc. as it moves through the process of becoming a publicly traded company or amending its registration.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it represents a company in the process of going public or amending its public offering, which inherently carries higher risk than established public companies.

Key Numbers

Key Players & Entities

FAQ

What is the primary business of Functional Brands Inc.?

Functional Brands Inc. is classified under MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833].

When was the company formerly known as HT Naturals Inc.?

The company's name changed from HT Naturals Inc. on December 18, 2020.

Where is Functional Brands Inc. headquartered?

The company's principal executive offices are located at 6400 SW Rosewood Street, Lake Oswego, Oregon 97035.

Who is the Chief Executive Officer of Functional Brands Inc.?

Eric Gripentrog is the Chief Executive Officer.

What is the purpose of an S-1/A filing?

An S-1/A filing is an amendment to an initial registration statement (Form S-1), used to update or correct information before or during the IPO process.

Filing Stats: 4,402 words · 18 min read · ~15 pages · Grade level 14.4 · Accepted 2025-01-28 17:16:29

Key Financial Figures

Filing Documents

Underwriting

Underwriting discounts and commissions (2) $ $ Proceeds, before expenses, to us (3) $ $ (1) The initial public offering price is $4.25 per unit. (2) We have agreed to pay the underwriter a discount equal to 8% of the gross proceeds of the offering. We have agreed to issue to the Representative, on the applicable closing date of this offering, warrants in an amount equal to 6% of the aggregate number of shares of common stock sold by us in this offering (the “Representative’s Warrants”) (not including over-allotment shares). For a description of other terms of the Representative’s Warrants and a description of the other compensation to be received by the Underwriter, see “Underwriting” section herein beginning on page 98. (3) Excludes fees and expenses payable to the Underwriter. The total amount of Underwriter’s expenses related to this offering is set forth in the section entitled “Underwriting.” (4) Assumes that the Underwriter does not exercise any portion of its over-allotment option. We expect our total cash expenses for this offering (including cash expenses payable to our Underwriter for its out-of-pocket expenses) to be approximately $[], exclusive of the above discounts. In addition, we will pay additional items of value in connection with this offering that are viewed by the Financial Industry Regulatory Authority, or FINRA, as underwriting compensation. These payments will further reduce the proceeds available to us before expenses. See “Underwriting” beginning on page 98. This offering is being conducted on a firm commitment basis. Joseph Gunnar & Co., LLC (the “Underwriter”) is obligated to take and pay for all of the shares of common stock if any such shares of common stock are taken. We have granted the Underwriter an option for a period of 45 days after the closing of this offering to purchase up to 15% of the total number of our shares of common stock

Dilution

Dilution 38 Management’s Discussion and Analysis of Financial Condition and Results of Operations 39

Business

Business 49 Management 80 Executive Compensation 85 Certain Relationships and Related Party Transactions 87 Principal Shareholders 88 Description of Securities 90 Shares Eligible for Future Sale 94 Material U.S. Federal Tax Considerations for Non-U.S. Holders of Our Common Stock 95

Underwriting

Underwriting 98 Legal Matters 102 Experts 102 Where You Can Find More Information 102 Please read this prospectus carefully. It describes our business, financial condition, results of operations and prospects, among other things. We are responsible for the information contained in this prospectus and in any free-writing prospectus we have authorized. Neither we nor the Underwriter has authorized anyone to provide you with different information, and neither we nor the underwriter takes responsibility for any other information others may give you. Neither we nor the underwriter are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this prospectus or any sale of securities. You should not assume that the information contained in this prospectus is accurate as of any date other than its date. TRADEMARKS, TRADE NAMES AND SERVICE MARKS We use various trademarks, trade names and service marks in our business, including “ Biofilm Defense,” “Flura,” “Isogest;” “HempTown,” “Nu-Thera,” “HT Naturals,” “HempTown Naturals,” “Ultra Tested,” “Functional Brands,” and “Kirkman ,” among others. For convenience, we may not include the SM, ® or ™ symbols, but such omission is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed by law. Any other trademarks, trade names or service marks referred to in this prospectus are the property of their respective owners. INDUSTRY AND MARKET DATA This prospectus includes industry data and forecasts that we obtained from industry publications and surveys, as well as public filings and internal company sources. Industry publications, surveys and

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