Functional Brands Inc. - 8-K

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the reconvened Special
Meeting of Stockholders (the “Special Meeting”) of Functional Brands Inc. (the “Company”) held on June 1, 2026,
of the Company’s 21,912,868 shares of common stock issued and outstanding and eligible to vote as of the record date of April 16,
2026, a quorum of 7,874,310 shares, or approximately 35.93% of the eligible shares, was present or represented by proxy. Each of the matters
set forth below is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission
on April 27, 2026 (the “Proxy Statement”). The following actions were taken at the Special Meeting:

Proposal No. 1: Approval of an Amendment to
the Company’s Certificate of Incorporation to Effect a Reverse Stock Split

To
approve the fifth amendment to the Company’s Certificate of Incorporation, as amended, in the form attached to the Proxy Statement
as Annex A, to, at the discretion of our Board of Directors (the “Board”), effect a reverse stock split of our issued
and outstanding shares of common stock, par value $0.00001 per share (the “Common Stock”), at any time prior to the one-year
anniversary date of the Special Meeting, at a ratio, ranging from one-for-two (1:2) to one-for-two hundred fifty (1:250), with the exact
ratio to be set within that range at the discretion of the Board without further approval or authorization of our stockholders. The vote
on the proposal was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

4,492,117

3,361,162

21,031

n/a

The proposal was approved
by a majority of the votes cast.

Proposal No. 2: Approval of the Functional Brands Inc. 2026 Equity
Incentive Plan

The second proposal was the
approval of the Functional Brands Inc. 2026 Equity Incentive Plan. The vote on the proposal was as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTE

4,613,683

1,527,837

58,670

1,732,790

Proposal No. 2 was approved
by a majority of the votes cast.

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