Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when MEHA files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsFunctional Brands (MEHA) shareholders approve reverse stock split up to 1:250 ratio
Filed June 2, 2026 · Period ending June 1, 2026 · ~1 min read
Key Changes
-
high
Shareholders approved a reverse stock split at any ratio from 1:2 to 1:250, giving the Board discretion to execute within one year. This typically aims to boost share price for exchange compliance but proportionally reduces share count without changing market value.
Item 5.07 verify on EDGAR → -
medium
A new 2026 equity incentive plan was approved, allowing stock-based compensation grants to employees, directors, and consultants. This will dilute existing shareholders but is standard for talent retention.
Item 5.07 verify on EDGAR → -
low
Only 35.93% of eligible shares participated in the special meeting, meaning a small minority of total shareholders determined both outcomes despite meeting quorum requirements.
Item 5.07 verify on EDGAR →
Summary
Functional Brands held a special shareholder meeting on June 1, 2026, where two significant proposals passed. The most material outcome was approval of a reverse stock split with an unusually wide ratio range—anywhere from 1:2 to 1:250—giving management broad discretion.
Companies typically pursue reverse splits when share prices fall too low for exchange listing requirements or to attract institutional investors who avoid low-priced stocks. However, reverse splits don't create fundamental value and can signal financial distress. Shareholders also approved a new equity incentive plan that will enable stock-based compensation but dilute existing ownership.
Retail investors should watch for the Board's announcement of the actual split ratio and timing, as this will reveal management's assessment of how severely the stock needs repricing. A ratio toward the higher end (1:100 or above) would suggest the current share price is extremely low. Monitor whether the split successfully maintains any exchange listing and whether institutional ownership increases afterward.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Stockholders approved reverse stock split (1:2 to 1:250 ratio) and 2026 equity incentive plan at June 1, 2026 special meeting.
Added in current filing · verify on EDGAR →
To approve the fifth amendment to the Company’s Certificate of Incorporation, as amended, in the form attached to the Proxy Statement as Annex A, to, at the discretion of our Board of Directors (the “Board”), effect a reverse stock split of our issued and outstanding shares of common stock, par value $0.00001 per share (the “Common Stock”), at any time prior to the one-year anniversary date of the Special Meeting, at a ratio, ranging from one-for-two (1:2) to one-for-two hundred fifty (1:250), with the exact ratio to be set within that range at the discretion of the Board without further approval or authorization of our stockholders.
Stockholders approved an amendment allowing the Board to execute a reverse stock split at any ratio between 1:2 and 1:250 within one year of the June 1, 2026 special meeting. The proposal passed with 4,492,117 votes for versus 3,361,162 against. Reverse stock splits typically aim to boost share price to meet exchange listing requirements or improve institutional investor appeal, but they reduce share count proportionally without changing market capitalization.
Added in current filing · verify on EDGAR →
The second proposal was the approval of the Functional Brands Inc. 2026 Equity Incentive Plan. The vote on the proposal was as follows:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | 4,613,683 | 1,527,837 | 58,670 | 1,732,790
Proposal No. 2 was approved by a majority of the votes cast.
Stockholders approved a new equity incentive plan with 4,613,683 votes for versus 1,527,837 against. This plan will allow the company to grant stock-based compensation to employees, directors, and consultants. Such plans typically dilute existing shareholders but are standard tools for attracting and retaining talent.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
of the Company’s 21,912,868 shares of common stock issued and outstanding and eligible to vote as of the record date of April 16, 2026, a quorum of 7,874,310 shares, or approximately 35.93% of the eligible shares, was present or represented by proxy.
Only 35.93% of eligible shares participated in the special meeting, representing relatively low shareholder engagement. While sufficient for a quorum, the low turnout means a small minority of total shares determined the outcome of both proposals.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify