Functional Brands Inc 2025年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 31,2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission File Number:001-42936 FUNCTIONAL BRANDS INC.(Exact name of registrant as specified in its charter) 6400 SW Rosewood Street, Lake Oswego, Oregon97035(Address of principal executive offices)(Zip Code) (800)245-8282(Registrant’s telephone number, including area code) NONE(Former name or former address, if changed since last report.) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange On WhichRegistered The Nasdaq Stock Market LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch 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 submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark 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 reporting company”,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 for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing priceof such commons stock on the Nasdaq, as of December 31, 2025 was $3,538,920. The number of shares of registrant’s common stock outstanding as of March 24, 2026: 20,796,504. DOCUMENTS INCORPORATED BY REFERENCE None. FUNCTIONAL BRANDS INC. FORM 10-KDecember 31, 2025 TABLE OF CONTENTS Part IItem 1.Business.1Item 1A.Risk Factors.20Item 1B.Unresolved Staff Comments.39Item 1C.Cybersecurity39Item 2.Properties.40Item 3.Legal Proceedings.40Item 4.Mine Safety Disclosures.40Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.41Item 6.[Reserved]42Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.43Item 7A.Quantitative and Qualitative Disclosures About Market Risk.56Item 8.Consolidated Financial Statements and Supplementary Data.58Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.58Item 9A.Controls and Procedures.58Item 9B.Other Information.59Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.59Part IIIItem 10.Directors, Executive Officers, and Corporate Governance.60Item 11.Executive Compensation.66Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.69Item 13.Certain Relationships and Related Transactions, and Director Independence.70Item 14.Principal Accountant Fees and Services.70Part IVItem 15.Exhibits and Financial Statement Schedules.71Item 16.Form 10-K Summary.73Signatures74 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This annua