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FUNCTIONAL BRANDS INC. (10-Q)

Press release·08/15/2026 07:52:28
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FUNCTIONAL BRANDS INC. (10-Q)

FUNCTIONAL BRANDS INC. (10-Q)

Functional Brands Inc. reported its quarterly financial results for the period ended June 30, 2026. The company’s unaudited consolidated balance sheet as of June 30, 2026, showed total assets of $X, total liabilities of $Y, and total stockholders’ equity of $Z. The company’s unaudited consolidated statements of operations for the three and six months ended June 30, 2026, reported net sales of $X, net income of $Y, and earnings per share of $Z. The company’s unaudited consolidated statements of cash flows for the six months ended June 30, 2026, showed cash flows from operations of $X, cash flows from investing activities of $Y, and cash flows from financing activities of $Z. The company’s management’s discussion and analysis of financial condition and results of operations highlighted the company’s financial performance and outlook for the future.

Overview

Our Company operates in the nutraceutical supplement industry. We are a manufacturer and distributor of supplements in categories such as pain, energy, prenatal, general health, bone and joint, gastro, immunity, cardiac, detox, mental clarity and focus, sleep, prenatal and urinary. Our end markets focus on end-consumers through different channels that include pharmacies, U.S. wholesalers, international distributors and direct-to-consumers sales. Our products are sold over-the-counter, and consumers do not need a prescription to purchase our products.

Results of Operations

Comparison of the Three Months Ended June 30, 2026, to the Three Months Ended June 30, 2025

Statements of Operations Three Months Ended June 30 Change
2026 2025 Amount Percentage
Net revenue $1,870,548 $1,832,532 $38,016 2%
Cost of goods sold $750,207 $864,437 $(114,230) (13)%
Gross profit $1,120,341 $968,095 $152,246 16%
Sales and marketing expenses $340,384 $165,039 $175,345 106%
General and administrative expenses $2,100,355 $958,493 $1,141,862 119%
Operating loss $(1,320,398) $(155,437) $(1,164,961) 749%
Other income / (expense) $(1,310,150) $(70,619) $(1,239,531) 1755%
Net loss $(2,630,548) $(226,056) $(2,404,492) 1064%

Net Revenue Net revenue for the three months ended June 30, 2026 was $1,870,548 compared to $1,832,532 for the three months ended June 30, 2025 representing an increase of approximately 2%. This increase of $38,016 in net revenue was primarily due to the increase in the demand from our direct-to-consumer sales channel and sales for contract manufacturing.

Cost of goods sold Cost of goods sold for the three months ended June 30, 2026 was $750,207 compared to $864,437 for the three months ended June 30, 2025 representing a decrease of approximately 13%. This decrease of $114,230 in cost of goods was primarily due to the reduction in payroll and employee benefits of approximately $113,358, a decrease of $26,012 due to products primarily sold for contract manufacturing in 2025, a decrease in product testing of $8,415, and an increase in inventory shrinkage and obsolescence of $32,561.

Gross profit Gross profit for the three months ended June 30, 2026 was $1,120,341 compared to $968,095 for the three months ended June 30, 2025 representing an increase of 16%. This increase of $152,246 was primarily due to an increase in the demand from our direct-to-consumer sales channel and sales for contract manufacturing of $38,016, and a decrease in cost of goods sold due to the reduction in payroll and employee benefits of approximately $113,358, a decrease of $26,012 due to products primarily sold for contract manufacturing in 2025, a decrease in product testing of $8,415, and an increase in inventory shrinkage and obsolescence of $32,561.

Sales and marketing expenses Sales and marketing expenses for the three months ended June 30, 2026, were $340,384 compared to $165,039 for the three months ended June 30, 2025, representing an increase of approximately 106%. This increase of $175,345 was primarily due to an increase in Amazon referral fees of $97,245, an increase in MPG fees of $78,540, an increase in advertising and promotional expenses of $48,393, and a decrease in payroll of $50,100.

General and administrative expenses General and administrative expenses for the three months ended June 30, 2026 were $2,100,355, compared to $958,493 for the three months ended June 30, 2025, representing an increase of approximately 119%. This increase of $1,141,862 was primarily attributable to an increase in payroll of approximately $198,458, an increase in professional fees of $668,023, an increase in Amazon seller fees of approximately $79,980, an increase in stock-based compensation of $57,233, an increase in insurance premiums of $47,877, an increase in public company related expenses of $140,876, and a decrease in settlement expense of $50,629.

Other income / (expenses) Other expense for the three months ended June 30, 2026 were a $1,310,150 compared to $70,619 for the three months ended June 30, 2025, representing an increase of approximately 1755%. This increase of $1,239,531 was primarily due to a change of fair value of derivative liability of $967,942, loss on default of convertible note $198,705, increase in other expenses of $50,000, and a reduction in interest expense of $26,789.

Comparison of the Six months Ended June 30, 2026, to the Six Months Ended June 30, 2025

Statements of Operations Six Months Ended June 30 Change
2026 2025 Amount Percentage
Net revenue $3,516,072 $3,422,788 $93,284 3%
Cost of goods sold $1,434,598 $1,587,929 $(153,331) (10)%
Gross profit $2,081,474 $1,834,859 $246,615 13%
Sales and marketing expenses $604,091 $343,669 $260,422 76%
General and administrative expenses $3,480,586 $1,678,727 $1,801,859 107%
Operating loss $(2,003,203) $(187,537) $(1,815,666) 968%
Other income / (expense) $(7,618,134) $(165,301) $(7,452,833) 4509%
Net loss $(9,621,337) $(352,838) $(9,268,499) 2627%

Net revenue Net revenue for the six months ended June 30, 2026 was $3,516,072 compared to $3,422,788 for the six months ended June 30, 2025 representing an increase of approximately 3%. This increase of $93,284 in net revenue was primarily due to the increase in the demand from our direct-to-consumer sales channel and sales for contract manufacturing.

Cost of goods sold Cost of goods sold for the six months ended June 30, 2026 was $1,434,598 compared to $1,587,929 for the six months ended June 30, 2025 representing a decrease of approximately 10%. This decrease of $153,331 in cost of goods sold was primarily due to the reduction in payroll and employee benefits of approximately $100,675 a decrease of $70,597 due to products primarily sold for contract manufacturing in 2025, a decrease in product testing of $18,777, and an increase in inventory shrinkage and obsolescence of $40,079.

Gross profit Gross profit for the six months ended June 30, 2026 was $2,081,474 compared to $1,834,859 for the six months ended June 30, 2025 representing an increase of 13%. This increase of $246,615 was primarily due an increase in the demand from our direct-to-consumer sales channel and sales for contract manufacturing of $38,016, and a decrease in cost of goods sold was due to the reduction in payroll and employee benefits of approximately $100,675 a decrease of $70,597 due to products primarily sold for contract manufacturing in 2025, a decrease in product testing of $18,777, and an increase in inventory shrinkage and obsolescence of $40,079.

Sales and marketing expenses Sales and marketing expenses for the six months ended June 30, 2026, were $604,091 compared to $343,669 for the six months ended June 30, 2025, representing an increase of approximately 76%. This increase of $260,422 was primarily due to an increase in Amazon referral fees of $170,927, an increase in MPG fees of $136,530, an increase in advertising and promotional expenses of $7,680, and a decrease in payroll fees of $51,896.

General and administrative expenses General and administrative expenses for the six months ended June 30, 2026 were $3,480,586 compared to $1,678,727 for the six months ended June 30, 2025, representing an increase of approximately 107%. This increase of $1,801,859 was primarily attributable to an increase in payroll of approximately $387,223, an increase in professional fees of $1,097,138, an increase in Amazon seller fees of approximately $141,269, increase in insurance premiums of 96,993, and an increase in public company related expenses of $169,398, increase in travel of $24,961, decrease in settlement expenses of $50,629, and a decrease in stock-based compensation of $72,381.

Other income / (expenses) Other expense for the six months ended June 30, 2026, were $7,618,134 compared to $165,301 for the six months ended June 30, 2025, representing an increase of approximately 4509%. This increase of $7,452,833 was primarily due to a loss on issuance of preferred stock of $6,310,464, a change of fair value of derivative liability of $942,568, a loss on default of convertible note of $198,705, an increase in other expense of $50,000 and a reduction in interest expense of $42,501.

Liquidity and Capital Resources

Sources and Uses of Cash for the Six Months ended June 30, 2026 and 2025

The table below, for the periods indicated, provides selected cash flow information:

Cash Flow Information Six months Ended June 30 2026 Six months Ended June 30 2025
Net cash (used in) provided by operating activities $(943,457) $647,757
Net cash used in investing activities $- $-
Net cash used in financing activities $(1,431,097) $(601,717)
Net increase (decrease) in cash $(2,374,554) $46,040

Source of cash

Cash Flows from Operating Activities During the six months ended June 30, 2026, we used $943,457 in operating activities as a result of our net loss of $9,621,337, an increase of $200,885 in amortization of right-of-use and intangible assets, an increase of $437,973 in stock-based compensation, a change in fair value of derivative liabilities of $942,568, loss on issuance of preferred stock of $6,310,464, dividends of $77,050, and net changes in operating assets and liabilities of $657,314.

During the six months ended June 30, 2025, our operating activities provided $647,757 of cash as a result of our net loss of $352,838, offset primarily by $185,577 in amortization of right-of-use and intangible assets, $510,356 in stock-based compensation, issuance of shares and warrants of $95,893, and net changes in operating assets and liabilities of $188,622.

Cash Flows from Financing Activities During the six months ended June 30, 2026, our financing activities used $1,431,097 of cash proceeds resulting primarily from $450,000 in repayment of liability conditional timing, $250,808 in repayment of loans, $114,262 in dividends, and $616,027 for buyback of series A preferred shares.

During the six months ended June 30, 2025, we used $601,717 in financing activities primarily as a result of deferred offering costs of $540,061, proceeds from loans and line of credit of $173,379, repayment of loans for $120,036 and payments for payable for acquisition of $114,999.

Letter of Intent On May 11, 2026, we entered into a binding letter of intent with BullionFx regarding a proposed acquisition of certain intellectual property and related assets. The proposed consideration was expected to consist of convertible preferred stock of the Company with an aggregate stated value of approximately $142.9 million. However, on June 29, 2026 we received a letter from BullionFX terminating the Letter of Intent.

Amendment On May 11, 2026, the Company entered into a Conversion Price Reduction and Waiver Agreement with certain holders of the Company’s Series C Convertible Preferred Stock and related senior secured convertible promissory notes. The agreement amended the conversion price applicable to the Series C Convertible Preferred Stock during the Fixed Conversion Period to $0.1636 per share.

Sources of Cash The Company has obtained various loans and lines of credit from third parties and related parties between 2024 and 2025 to finance its operations, with interest rates ranging from 7% to 22.95% and maturity dates from 6 months to 7 years.

Critical Accounting Policies and Estimates The Company’s critical accounting policies and estimates include:

  • Obsolescence of inventories
  • Recoverability of the carrying value of long-lived assets
  • Recoverability of carrying value of goodwill
  • Discount rate used to calculate present value of future minimum lease payments
  • Recognition and measurement of provisions and contingencies
  • Valuation of deferred income tax assets
  • Accounting for convertible preferred stock and embedded derivative liabilities
  • Segment reporting
  • Income taxes

Events of Default under the Series C Convertible Preferred Shares and Senior Secured Convertible Notes The Company was in default under its Series C Convertible Preferred Shares and its Senior Secured Convertible Notes due to failure to commence mandatory redemption of the Series C and loss of the Nasdaq listing. The events of default resulted in increased interest rates, default premiums, and monitoring fees, as well as the reclassification of the Notes to current liabilities. The Company does not currently have sufficient cash or committed financing to satisfy these obligations, raising substantial doubt about its ability to continue as a going concern.