IPO - Functional Brands Inc.

Form Type: S-1/A

Filing Date: 2025-05-30

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025049411

Filing Summary: Functional Brands Inc., formerly HT Naturals Inc., filed Amendment No. 7 to its Form S-1 registration statement with the SEC on May 30, 2025. This amendment relates to the registration of common stock for resale by registered stockholders in connection with the company's upcoming direct listing on the Nasdaq Capital Market. Unlike a traditional IPO, the shares being sold by stockholders will not be underwritten by an investment bank. The document highlights that Nasdaq will produce a Current Reference Price based on pre-opening orders, and trading will commence once the stock is deemed ready by the financial advisor. The company aims to begin trading around July 2025, contingent upon approval from Nasdaq. If the listing is not approved, the direct listing will not be completed, posing risks to the offering. In addition, the prospectus outlines details about the company’s operations in the nutraceutical industry, including its Kirkman and HempTown brands, and its goal to comply with reduced reporting requirements for emerging growth companies.

Form Type: S-1/A

Filing Date: 2025-02-14

Corporate Action: Ipo

Type: New

Accession Number: 000121390025013759

Filing Summary: Functional Brands Inc. is presenting Amendment No. 6 to its Form S-1 Registration Statement for an Initial Public Offering (IPO) of 1,500,000 shares of common stock, along with Series A and Series B Warrants for prospective investors. The offering price is assumed to be $4.25 per Unit, totaling $6,375,000, with an underwriting discount of 8%. Each Unit consists of one share of common stock and warrants. The company has undergone a 1-for-18.338622 reverse stock split and is no longer considered a controlled company post restructuring, where Hemptown Organics Corp (HOC) distributed the majority of its shares. Functional Brands operates in the nutraceutical industry and has plans to list its common stock on NASDAQ under the symbol 'MEHA'. The company is also recognized as an emerging growth company, taking advantage of reduced public company reporting requirements. The IPO seeks to facilitate public trading of a diverse portfolio of health supplements alongside hemp products. Proceeds from this investment will contribute towards their operational costs, with an expected cash expense of $722,844 related to the offering. Risk factors associated with the investment are highlighted, and the public offering prospects are outlined in detail, including the proposed use of proceeds and corporate restructuring details from HOC.

Form Type: S-1/A

Filing Date: 2025-02-13

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025013149

Filing Summary: This document represents Amendment No. 5 to Form S-1 for Functional Brands Inc., filed with the SEC on February 13, 2025. The amendment is primarily an exhibits-only filing meant to add several exhibits related to the securities being registered, specifically the specimen common stock certificate and forms of Series A and Series B warrants. The registration statement remains unchanged aside from these filings. It indicates that the proposed sale of securities to the public will begin as soon as the registration statement becomes effective. The company identifies itself as a smaller reporting and emerging growth company, giving it certain regulatory advantages. No substantial changes beyond the addition of specific exhibit documents have been noted in this amendment.

Form Type: S-1/A

Filing Date: 2025-02-12

Corporate Action: Ipo

Type: New

Accession Number: 000121390025012477

Filing Summary: Functional Brands Inc. is filing Amendment No. 4 to its Registration Statement on Form S-1 for the purpose of reflecting modifications in the registration statement related to the Initial Public Offering (IPO) of their common stock. The proposed offering includes 1,500,000 shares of common stock, along with Series A and Series B warrants, expected to be sold at an assumed price of $4.25 per unit. The document outlines both a Public Offering Prospectus for the initial sale and a Resale Prospectus for shares possessed by selling shareholders, noting significant differences in their sections. Additionally, the company amended its certificate of incorporation to execute a 1-for-18.338622 reverse stock split, affecting all outstanding capital stock. The document states that the common stock is intended to be listed on NASDAQ under the symbol "MEHA". Furthermore, the company announces that it has transitioned from being considered a controlled company to being majority publicly owned following the shareholder restructuring involving Hemptown Organics Corp. Functional Brands emphasizes its position as an emerging growth company under the JOBS Act and states risks associated with investing, elaborating on management's practices and business operations. The offering will also include distribution through various markets, and highlights the status of their compliance with FDA regulations concerning their products, which span the nutraceutical and supplement sectors, among others.

Form Type: S-1/A

Filing Date: 2025-02-11

Corporate Action: Ipo

Type: New

Accession Number: 000121390025011895

Filing Summary: Functional Brands Inc. is conducting an initial public offering (IPO) of its common stock, with plans to offer 1,500,000 units consisting of shares of common stock and warrants. Each unit includes one common share, a Series A warrant, and a Series B warrant, priced at $4.25 per unit. The company underwent a reverse stock split of 1-for-18.338622, effective January 22, 2025, to improve its share price for the IPO. Previously a controlled company, Functional Brands became majority publicly owned after significant share distributions by Hemptown Organics Corp. (HOC). The registration statement includes two prospectuses: a Public Offering Prospectus and a Resale Prospectus for selling shareholders. The offering is expected to commence as soon as the registration statement is effective, targeting the NASDAQ for listing under the symbol ‘MEHA’. The company emphasizes its focus on the nutraceutical industry with operations in health supplements and hemp-derived products, while noting the associated risks with its public offering.

Form Type: S-1/A

Filing Date: 2025-02-10

Corporate Action: Ipo

Type: New

Accession Number: 000121390025011434

Filing Summary: Functional Brands Inc., formerly HT Naturals Inc., is in the process of an initial public offering of 1,500,000 shares of common stock and related warrants. The company has restructured through the acquisition of HTO Nevada Inc. and has transitioned to a public company as Hemptown Organics Corp., which owned a majority of shares, divested most of its holdings. The prospectus includes a reverse stock split of 1-for-18.34, effective January 22, 2025. The common stock offering is aimed at gaining NASDAQ listing under the symbol 'MEHA' with an initial offering price of $4.25 per unit, which includes one share of common stock and two series of warrants at an exercise price of $4.00. The company operates in the nutraceutical industry and has established itself in the hemp-derived products sector. The offering is presented with an underwriter, Joseph Gunnar & Co., LLC, on a firm commitment basis with commission structures outlined.

Form Type: S-1/A

Filing Date: 2025-01-28

Corporate Action: Ipo

Type: New

Accession Number: 000121390025007595

Filing Summary: Functional Brands Inc., formerly HT Naturals Inc., is conducting an initial public offering (IPO) of their common stock. The company, which operates in the nutraceutical and supplement industry, is planning to offer units, each consisting of one share of common stock and two warrants to purchase additional shares. The assumed offering price is projected to be $4.25 per unit. The company has undergone a corporate restructuring and is no longer deemed a controlled company; it is transitioning to a majority publicly owned structure. Investors in these securities will experience liquidity limitations, particularly concerning the warrants. The registration statement includes two separate prospectuses: one for the public offering and another for resale by existing shareholders. The offering follows a recent reverse stock split of 1-for-18.338622, effective January 22, 2025. Notably, Functional Brands plans to list its shares on NASDAQ under the symbol "MEHA," though approval is not guaranteed. The document contains a detailed summary of the company’s business, products, and associated risks, emphasizing the innovative nature and compliance with health standards for their product offerings, particularly the P2i by Kirkman prenatal vitamin, which aligns with recent health recommendations regarding maternal and fetal care.

Form Type: S-1

Filing Date: 2025-01-08

Corporate Action: Ipo

Type: New

Accession Number: 000121390025002120

Filing Summary: Functional Brands Inc., formerly HT Naturals Inc., filed a Registration Statement (Form S-1) on January 8, 2025, with the Securities and Exchange Commission to initiate a public offering of common stock. The company is headquartered in Lake Oswego, Oregon, and has positioned itself in the nutraceutical supplement and hemp-derived products industries. The securities being offered include shares of common stock along with Series A and Series B Warrants. The intended initial public offering price ranges between $4.00 and $5.00 per share, with plans to list on the Nasdaq Capital Market under the symbol 'FBIC'. The company is a 72% subsidiary of Hemptown Organics Corp. (HOC) and has undergone a corporate restructuring where HTO Nevada Inc. was acquired on May 19, 2023. As an emerging growth company, Functional Brands is availing reduced public reporting requirements. The company operates under various brands and plans to leverage its established market presence to effectively compete in the rapidly growing nutraceutical and hemp product sectors.

Form Type: DRS/A

Filing Date: 2024-12-06

Corporate Action: Ipo

Type: New

Accession Number: 000121390024106556

Filing Summary: Functional Brands Inc., formerly known as HT Naturals Inc., is preparing for an initial public offering (IPO) of its common stock, aiming to raise funds by offering units consisting of shares and warrants. The company has outlined its corporate structure, which includes its status as a subsidiary of Hemptown Organics Corp. Following a corporate restructuring in May 2023, Functional Brands is positioning itself in the nutraceutical sector, specializing in health supplements and hemp-derived products. The IPO targets various distribution channels, including pharmacies and direct-to-consumer sales. The company’s products are not FDA approved and are marketed under different brands, including Kirkman and HempTown. The registration statement specifies the initial offering price is estimated between $4.00 and $5.00 per share, with no public market currently available for its common stock. A significant portion of shares will be controlled by Hemptown Organics post-offering, classifying Functional Brands as a 'controlled company' under NASDAQ governance rules. The document includes details on pricing, underwriting, and the intended usage of proceeds from the offering.

Form Type: DRS/A

Filing Date: 2024-10-24

Corporate Action: Ipo

Type: New

Accession Number: 000121390024090385

Filing Summary: Functional Brands Inc., formerly HT Naturals Inc., has filed a draft registration statement for an initial public offering (IPO) under the Securities Act of 1933, aiming to offer common stock to the public. The company will apply to list its shares on the Nasdaq Capital Market under the ticker symbol 'FBIC'. As per the prospectus, the proposed initial public offering price remains undecided, with shares expected to be offered as soon as the registration becomes effective. The company operates in the nutraceutical supplement industry and specializes in health supplements, including its 'Kirkman' brand, which targets specific health needs and has a long market presence. Approximately [●]% of the company will be owned by the public post-offering, while Hemptown Organics Corp., a British Columbia corporation, will continue to control around [●]% of the shares. The company emphasizes that it is classified as an emerging growth company and has opted for reduced public company reporting requirements. The document highlights various product lines and competitive strengths. The filing indicates that the company may not proceed if its stock is not approved for listing on NASDAQ, and that the underwriter Joseph Gunnar & Co., LLC is mandated to purchase all offered shares, indicating a firm commitment basis for the offering.

Form Type: DRS/A

Filing Date: 2023-08-17

Corporate Action: Ipo

Type: New

Accession Number: 000121390023068586

Filing Summary: Functional Brands Inc., a Delaware corporation, is filing a confidential draft with the U.S. Securities and Exchange Commission for its upcoming initial public offering (IPO). This draft registration statement has not been publicly filed and contains two prospectuses: a Public Offering Prospectus for the common stock offering and a Resale Prospectus for selling shareholders. The company aims to list its common stock on the New York Stock Exchange under a yet-to-be-determined symbol. The document highlights Functional Brands' operations in the nutraceutical and hemp product industries, noting its subsidiary HTO Nevada Inc., a supplier of health supplements. The prospectus outlines the company's strengths, product lines, and strategies, emphasizing a commitment to safety and regulatory compliance. The underwriter Joseph Gunnar & Co., LLC, has a commitment to purchase all offered shares, and there are details on the expected use of proceeds and underwriting compensation. The describing forward-looking nature of the prospects, the company mentions risks associated with investments, regulatory uncertainties, and previous operational losses as potential challenges ahead.

Form Type: DRS/A

Filing Date: 2023-08-16

Corporate Action: Ipo

Type: New

Accession Number: 000121390023068208

Filing Summary: Functional Brands Inc. is preparing for an initial public offering (IPO) of its common stock and has filed a draft registration statement with the SEC under the Securities Act of 1933. The registration statement includes two prospectuses: a Public Offering Prospectus for the sale of common stock and a Resale Prospectus for selling shareholders. The company indicates this offering will commence as soon as the statement becomes effective. The offering is being conducted on a firm commitment basis by the underwriter, Joseph Gunnar & Co., LLC, which is obligated to purchase all shares unless the offering is not completed. Functional Brands is described as an emerging growth company engaged in the nutraceutical and supplement industry and controlled by Hemptown Organics Corp. The company plans to apply for listing on the NYSE. The prospectus highlights various business segments, products, market strategies, and risks involved with the offering. Overall, it indicates that this IPO marks a significant step in the company’s growth strategy and its plans to enhance shareholder value.

Form Type: DRS/A

Filing Date: 2023-06-09

Corporate Action: Ipo

Type: New

Accession Number: 000121390023047831

Filing Summary: Functional Brands Inc. is planning its initial public offering of common stock. The company intends to apply for listing on the New York Stock Exchange under a yet-to-be-determined symbol. The registration statement provides details about a public offering prospectus and a resale prospectus for common stock. It notes that the expected initial offering price is undetermined, and currently, there is no public market for the company's shares. Functional Brands, which operates as a manufacturer and distributor in the nutraceutical and supplement industry, has undergone significant restructuring and operates under a licensing agreement granting it perpetual rights to the Hemptown brand. The company is a subsidiary of Hemptown Organics Corp. which holds 98% ownership. The statement also details various products, competitive strengths, and growth strategies of Functional Brands, emphasizing its high standards for product purity and a commitment to innovation in the health supplements market. The prospectus outlines the involved risks, and the timeline for making the securities active has not been determined yet; it emphasizes the potential for the business to grow as it becomes publicly traded.

Form Type: DRS

Filing Date: 2023-05-30

Corporate Action: Ipo

Type: New

Accession Number: 000121390023044053

Filing Summary: Functional Brands Inc. filed a draft registration statement for an initial public offering (IPO) under the Securities Act of 1933. The offering involves shares of common stock and represents the company’s intention to list its stock on the New York Stock Exchange (NYSE) under a yet to be determined symbol. The company is primarily involved in the nutraceutical supplement industry, manufacturing and distributing various health supplements and hemp-derived products. Functional Brands Inc. is a 98% subsidiary of Hemptown Organics Corp. (HOC). The registration statement outlines two main prospectuses: a Public Offering Prospectus for the initial public offering and a Resale Prospectus for selling shareholders. The document indicates that the company is classified as an emerging growth company, allowing for certain reduced reporting requirements. The IPO is aimed at raising funds to enhance business operations and product offerings, and the initial offering price for shares will be determined prior to the public sale. The summary indicates a strong focus on their established brand 'Kirkman,' which serves individuals with special dietary needs and sensitivities. It notes that the company aims to expand product offerings in various markets, with a special emphasis on high-quality hemp-derived products and specialized nutraceuticals. The company has experienced significant growth following a business combination and restructuring in 2019, and plans to modernize its manufacturing capabilities and strengthen its market position through strategic partnerships and diversified product lines.