Functional Brands Inc 2026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 MARCH 31, 2026 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. Large Accelerated Filer☐Accelerated Filer☐Non-Accelerated Filer☒Smaller Reporting Company☒Emerging Growth Company☒ 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☒ The number of shares of registrant’s common stock outstanding as of May 13, 2026:42,743,097. FUNCTIONAL BRANDS INC. TABLE OF CONTENTS Page No.PART I.FINANCIAL INFORMATION1Item 1.Financial Statements (Unaudited)1Unaudited Consolidated Balance Sheets as of March 31, 2026 and December 31, 20251Unaudited Consolidated Statements of Operations for the three months ended March 31, 2026 and20252Unaudited Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the threemonths ended March 31, 2026 and 20253Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2026and 20254Notes to Unaudited Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 3.Quantitative and Qualitative Disclosures about Market Risk39Item 4.Controls and Procedures39PART II.OTHER INFORMATION40Item 1.Legal Proceedings40Item 1A.Risk Factors40Item 2.Unregistered Sales of Equity Securities and Use of Proceeds40Item 3.Defaults Upon Senior Securities40Item 4.Mine Safety Disclosures40Item 5.Other Information40Item 6.Exhibits41PART III.Signatures42 PART I. FINANCIAL INFORMATION FUNCTIONAL BRANDS INC.CONSOLIDATED BALANCE SHEETS (UNAUDITED)(In U.S. dollars, except share data or otherwise noted) March 31,December31,20262025 Assets Stockholders’ equity / (deficit)Series A Preferred stock, par value $0.001 stated value $100, 100,000 shares authorized in 2026 and2025; 0 and 87,445 shares issued and outstanding, respectively-87Series B Preferred stock, par value $0.001 stated value $100, 80,000 authorized in 2026 and 2025;2,400 and 28,475 shares issued and outstanding, respectively228Series C Preferred stock, par value $0.001 stated value $1,000, 6,100 and 0 authorized in 2026 and2025; 6,032 and 0 shares issued and outstanding, respectively--Common stock, $0.00001 par value, 220,000,000 shares authorized, 21,354,686 and 18,704,649shares outstanding, and 5,190,171 and 0 shares to be issued respectively.267187Additional paid-in capital9,538,1318,522,354Accumulated deficit(14,049,164)(6,981,325)Total stockholders’ equity / (deficit)(4,510,764)1,541,331Total liabilities and stockholders’ equity / (deficit)$7,213,952$9,108,302 The accompanying notes are an integral part of these unaudited consolidated financial statements. FUNCTIONAL BRANDS INC.CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT) (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.