Functional Brands Inc. Clears Barrier to $142.9 Million BullionFX Alchemy Acquisition

Shareholder vote satisfies a key closing condition

Lake Oswego, Oregon--(Newsfile Corp. - June 3, 2026) - Functional Brands Inc. (NASDAQ: MEHA), announced that shareholders have voted to authorize the reverse stock split, removing an obstacle between the Company and the close of its $142.9 million acquisition of BullionFX | Alchemy, a gold-backed decentralized finance platform targeting retail, institutional, and blockchain markets. The Company's focus now shifts to closing the acquisition.

All remaining acquisition closing conditions are actively advancing. The Company plans to provide additional, regular deal progress updates over the coming weeks. The reverse stock split ratio will be set by the Board of Directors within its authorized range prior to the effective date. The required corporate action notification will be submitted to NASDAQ pursuant to Rule 5250(e)(8).

Why BullionFX | Alchemy, Why Now

Gold recently reclaimed its role as the world's premier hard asset, while decentralized finance infrastructure is maturing rapidly toward institutional adoption. BullionFX | Alchemy sits at that precise intersection — a gold-backed blockchain settlement layer with stablecoins, lending protocols, yield products, and Ethereum-based interoperability tools built for scale.

The acquisition is structured as an all-stock transaction, meaning BullionFX becomes a direct stakeholder in the combined company's success. Every party at the table is aligned on a single outcome: building long-term value.

Eric Gripentrog, Chief Executive Officer:

"The shareholder vote is behind us. What's in front of us is the thing that matters — activating the Alchemy platform and closing this transaction. Our team knows what needs to happen and is executing, and looks forward to providing additional updates in the coming weeks. "

About Functional Brands Inc.
Functional Brands Inc. (NASDAQ: MEHA) is a leading innovator in wellness and performance products dedicated to Making Everyone Healthy Again™. The Company's portfolio includes Kirkman®, one of the most trusted names in nutritional supplements for over 75 years with products available in more than 35 countries; P2i™ by Kirkman® Prenatal Multivitamin & Multimineral, the first prenatal supplement to align with FIGO standards and comply with California SB 646; and Tru2u.health, a consumer-facing telehealth and wellness platform. Functional Brands operates an FDA-registered, cGMP-compliant manufacturing facility in Oregon. For more information, visit www.functionalbrandsinc.com and www.kirkmangroup.com, and www.Tru2u.health

Cautionary Note Regarding Forward-Looking Statements

This news release and statements of Functional Brands' management in connection with this news release or related events contain or may contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements (including statements related to the closing, and the anticipated benefits to the Company, of the private placement described herein) related to future events, which may impact our expected future business and financial performance, and often contain words such as "expects," "anticipates," "intends," "plans," "believes," "potential," "will," "should," "could," "would," "optimistic" or "may" and other words of similar meaning. These forward-looking statements are based on information available to us as of the date of this news release and represent management's current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve significant known and unknown risks, uncertainties and other factors which may be beyond our control.

Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the ability of the parties to negotiate final terms of a definitive acquisition agreement, the closing of the contemplated asset purchase agreement, including expected conditions to closing which are anticipated to include regulatory approvals, valuations, and future shareholder approvals; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the Company or BullionFX (collectively, the "Parties") to terminate the asset purchase agreement; the effect of such termination; the outcome of any legal proceedings that may be instituted against Parties or their respective directors or officers; the ability to obtain regulatory and other approvals and meet other closing conditions for the asset acquisition on a timely basis or at all, including the risk that any regulatory and other approvals required may not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the transaction; difficulties and delays in integrating BullionFX's assets in the Company; prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the parties; potential adverse reactions or changes to business relationships resulting from the announcement of the expected acquisition; uncertainty as to the long-term value of the common stock of the Company following the acquisition; the significant dilution to the Company's stockholder in connection with the acquisition; the continued availability of capital and financing following the potential acquisition transaction; the business, economic and political conditions in the markets in which the Parties operate; and the fact that the Company's reported earnings and financial position may be adversely affected by tax and other factors.

Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this news release. Potential investors should review Functional Brands' Annual Report on Form 10-K filed with the SEC on March 27, 2026 for more complete information, including the risk factors that may affect future results, which are available for review at www.sec.gov. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of this news release, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/299951