Functional Brands Inc. Files S-1/A Amendment

Ticker: MEHA · Form: S-1/A · Filed: Feb 10, 2025 · CIK: 1837254

Sentiment: neutral

Topics: sec-filing, s-1/a, registration

TL;DR

Functional Brands Inc. (fka HT Naturals) filed an S-1/A. IPO/secondary offering likely.

AI Summary

Functional Brands Inc. (formerly HT Naturals Inc.) filed an S-1/A amendment on February 7, 2025, for its registration statement. The company, incorporated in Delaware with its principal executive offices in Lake Oswego, Oregon, is in the medicinal chemicals & botanical products sector. Eric Gripentrog is the Chief Executive Officer.

Why It Matters

This filing indicates ongoing regulatory processes for Functional Brands Inc. as it moves towards potential public trading or further disclosures.

Risk Assessment

Risk Level: medium — S-1/A filings are part of the IPO or secondary offering process, which inherently carries risks related to market reception and company performance.

Key Numbers

Key Players & Entities

FAQ

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

This is an amendment (Amendment No. 2) to the Form S-1 registration statement filed by Functional Brands Inc. to update or supplement information previously submitted to the SEC.

When was this amendment filed?

The amendment was filed with the Securities and Exchange Commission on February 7, 2025.

What was the company's former name?

The company was formerly known as HT Naturals Inc.

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

Eric Gripentrog is the Chief Executive Officer.

In which state was Functional Brands Inc. incorporated?

Functional Brands Inc. was incorporated in Delaware.

Filing Stats: 4,386 words · 18 min read · ~15 pages · Grade level 14.1 · Accepted 2025-02-10 06:12:42

Key Financial Figures

Filing Documents

Underwriting

Underwriting discounts and commissions (2) $ .34 $ 510,000 Proceeds, before expenses, to us (3) $ 3.91 $ 5,865,000 (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 97. (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 $719,950, 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 97. 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 numb

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 89 Shares Eligible for Future Sale 93 Material U.S. Federal Tax Considerations for Non-U.S. Holders of Our Common Stock 94

Underwriting

Underwriting 97 Legal Matters 101 Experts 101 Where You Can Find More Information 101 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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