Functional Brands Inc 2025年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-42936 FUNCTIONAL BRANDS INC.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with a new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes☐No☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As ofDecember 10, 2025, the registrant had 16,323,524 shares of common stock, par value $0.00001 per share, outstanding. TABLE OF CONTENTS PageNo.PART I.FINANCIAL INFORMATION1Item 1.Financial Statements (Unaudited)1Unaudited Consolidated Balance Sheets as of September 30, 2025 and December 31, 20241Unaudited Consolidated Statements of Operations for the three and nine months ended September 30,2025 and 20242Unaudited Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three andnine months ended September 30, 2025 and 20243Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and20244Notes to Unaudited Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 3.Quantitative and Qualitative Disclosures about Market Risk38Item 4.Controls and Procedures38PART II.OTHER INFORMATION39Item 1.Legal Proceedings39Item 1A.Risk Factors39Item 2.Unregistered Sales of Equity Securities and Use of Proceeds39Item 3.Defaults Upon Senior Securities40Item 4.Mine Safety Disclosures40Item 5.Other Information40Item 6.Exhibits41PART III.Signatures42 FUNCTIONAL BRANDS INC.CONSOLIDATED BALANCE SHEETS (UNAUDITED)(In U.S. dollars, except share data or otherwise noted) FUNCTIONAL BRANDS INC.CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)(In U.S. dollars, except share data or otherwise noted) FUNCTIONAL BRANDS INC.CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT) (UNAUDITED)(In U.S. dollars, except share data or otherwise noted) The accompanying notes are an integral part of these unaudited consolidated financial statements. FUNCTIONAL BRANDS INC.CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)(In U.S. dollars, except share data or otherwise noted) FUNCTIONAL BRANDS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED) 1.Organization and Nature of Operations Functional Brands Inc. (formerly HT Naturals Inc., the “Company”) was organized under the General Corporation Law in the State ofDelaware on November 19, 2020.The Company’s principal business is the production, marketing, sales, and distribution ofnutraceutical products within the U.S. and in 21 other countries globally. On March 22, 2023, the Company changed its name from HT Naturals Inc. to Functional Brands Inc. to better reflect its corporateidentity. On January 22, 2025, the Company effected a 1-for-18.338622 reverse stock split in its outstanding common stock. The authorizedcommon stock of the Company remained unchanged at 220,000,000. All references to share and per share amounts in the consolidatedfinancial statements and accompanying notes thereto have been retroactively restated to reflect the reverse stock split. In addition, theCompany authorized 1,000,000 shares of blank check preferred $0.001 par value. As of September 30, 2025, and December 31, 2024, the consolidated financial statements consist of the Company and its whollyowned subsidiary HTO Nevada Inc. (d/b/a Kirkman), which is a nutraceutica