Functional Brands Inc. Files S-1/A Amendment
Ticker: MEHA · Form: S-1/A · Filed: Feb 11, 2025 · CIK: 1837254
Sentiment: neutral
Topics: sec-filing, s-1a, registration
TL;DR
Functional Brands Inc. (FB) filed an S-1/A amendment. Keep an eye on this.
AI Summary
Functional Brands Inc. (formerly HT Naturals Inc.) filed an S-1/A amendment on February 11, 2025, for its registration statement (No. 333-284180). The company, incorporated in Delaware, operates in the medicinal chemicals & botanical products sector. Its principal executive offices are located at 6400 SW Rosewood Street, Lake Oswego, Oregon 97035, with a business phone number of (269) 579-2915.
Why It Matters
This filing indicates ongoing regulatory activity for Functional Brands Inc., suggesting potential upcoming changes in its securities or corporate structure that could impact investors.
Risk Assessment
Risk Level: low — This is a routine S-1/A amendment filing, not indicating immediate financial distress or significant new risks.
Key Numbers
- 333-284180 — SEC Registration Number (Identifies the specific registration for this filing.)
- 20250211 — Filing Date (Date the amendment was filed with the SEC.)
Key Players & Entities
- Functional Brands Inc. (company) — Registrant
- HT Naturals Inc. (company) — Former company name
- Delaware (jurisdiction) — State of incorporation
- 2833 (sic_code) — Standard Industrial Classification
- 854094332 (ein) — IRS Employer Identification Number
- 6400 SW Rosewood Street Lake Oswego, Oregon 97035 (address) — Principal executive offices
- (269) 579-2915 (phone_number) — Business phone number
- Eric Gripentrog (person) — Chief Executive Officer
- Joseph M. Lucosky, Esq. (person) — Counsel
- Scott E. Linsky, Esq. (person) — Counsel
FAQ
What is the primary purpose of this S-1/A filing?
This is Amendment No. 3 to the Form S-1 Registration Statement, indicating updates or corrections to the original filing.
When was Functional Brands Inc. formerly known as?
Functional Brands Inc. was formerly known as HT Naturals Inc., with a name change date of December 18, 2020.
Where are Functional Brands Inc.'s principal executive offices located?
The principal executive offices are located at 6400 SW Rosewood Street, Lake Oswego, Oregon 97035.
Who is the Chief Executive Officer of Functional Brands Inc. mentioned in this filing?
Eric Gripentrog is listed as the Chief Executive Officer.
What is the SIC code for Functional Brands Inc.?
The Standard Industrial Classification code is 2833, which corresponds to MEDICINAL CHEMICALS & BOTANICAL PRODUCTS.
Filing Stats: 4,386 words · 18 min read · ~15 pages · Grade level 14.1 · Accepted 2025-02-11 06:12:42
Key Financial Figures
- $0.00001 — ne (1) share of common stock, par value $0.00001 per share (“Common Stock”),
- $4.25 — ) based on an assumed offering price of $4.25 per Unit. Each share of our common stoc
- $4.00 — nt will have an exercise price equal to $4.00 per share, will be exercisable immediat
- $719,950 — of-pocket expenses) to be approximately $719,950, exclusive of the above discounts. In a
- $586,500 b — scounts and commissions payable will be $586,500 based on an assumed offering price of $4.
- $7,331,250 — ounts and commissions expenses, will be $7,331,250. If we complete this offering, net proc
Filing Documents
- ea0230602-s1a3_functional.htm (S-1/A) — 4185KB
- ea023060201ex23-1_functional.htm (EX-23.1) — 3KB
- image_001.jpg (GRAPHIC) — 24KB
- image_002.jpg (GRAPHIC) — 27KB
- image_003.jpg (GRAPHIC) — 31KB
- image_004.jpg (GRAPHIC) — 17KB
- image_005.jpg (GRAPHIC) — 30KB
- image_006.jpg (GRAPHIC) — 32KB
- image_007.jpg (GRAPHIC) — 33KB
- image_008.jpg (GRAPHIC) — 30KB
- image_009.jpg (GRAPHIC) — 37KB
- image_010.jpg (GRAPHIC) — 50KB
- image_011.jpg (GRAPHIC) — 36KB
- image_012.jpg (GRAPHIC) — 3KB
- image_013.jpg (GRAPHIC) — 3KB
- image_014.jpg (GRAPHIC) — 3KB
- image_015.jpg (GRAPHIC) — 2KB
- ex23-1_001.jpg (GRAPHIC) — 2KB
- ex23-1_002.jpg (GRAPHIC) — 5KB
- 0001213900-25-011895.txt ( ) — 4697KB
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 numbe
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