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- 98.28% Dilution Upon Conversion (new) — Existing shareholders face near-total dilution to 1.72% ownership, effectively transferring control and economic value to the seller.
- Must Settle Outstanding Litigation And Buy Out Existing Preferred/Debt Holders (new) — Closing conditions reveal the company has unresolved legal issues and a distressed capital structure requiring cleanup before deal can proceed.
- Requires $10m Minimum Equity Raise To Close (new) — Company needs external financing to complete the transaction, suggesting insufficient cash and potential financial distress.
- 2x Liquidation Preference Creates $285.8m Senior Claim (new) — Preferred stock terms ensure seller gets paid first in any liquidation, leaving common shareholders with minimal recovery prospects.
Functional Brands acquiring BullionFX blockchain assets for $142.9M, diluting existing shareholders to 1.72%
Filed May 22, 2026 · Period ending May 22, 2026 · ~1 min read
Key Changes
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Company will issue Series D Preferred Stock worth $142.9M that converts to 98.28% of common stock, diluting current shareholders to just 1.72% ownership—a near-total wipeout of existing equity value.
Item 1.01: Asset Purchase Agreement verify on EDGAR → -
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Acquiring BullionFX's blockchain-based gold ecosystem (Alchemy product) in exchange for preferred stock. Deal represents major strategic pivot from current business into digital gold infrastructure.
Item 1.01: Transaction Details verify on EDGAR → -
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Transaction requires shareholder approval and has numerous closing conditions: settling existing litigation, buying out Series C preferred holders and convertible notes, raising $10M in new equity, and completing due diligence. Expected close Q2-Q3 2026.
Item 1.01: Closing Conditions verify on EDGAR →
2 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.
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Source-verified from EDGAR · Narrative written by AI · May 25, 2026 · How we verify