Company

Functional Brands Inc.

Medicinal Chemicals & Botanical Products · MEHA

ipo trading priced Nasdaq 424B3

Filing Timeline

SEC EDGAR

424B3 priced

Final prospectus

Final prospectus filed near launch with final deal terms.

Follows 424B4 and confirms the priced prospectus.

2025-12-30 · 0001213900-25-126682

424B4 priced

Final prospectus

Final prospectus filed after pricing with final deal terms.

Follows CERT and confirms the priced prospectus.

2025-11-06 · 0001213900-25-106989

8-A12B effective

Exchange Act registration

Registration filed to list the securities under the Exchange Act ahead of trading.

Follows S-1/A and registers the class of securities for exchange listing.

2025-11-04 · 0001213900-25-105331

CERT inactive

CERT

Pre-IPO filing captured from the SEC submission timeline.

Follows 8-A12B in the pre-IPO sequence.

2025-11-04 · 0001354457-25-001089

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1/A filing.

2025-10-16 · 0001213900-25-099499

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1/A filing.

2025-10-02 · 0001213900-25-094858

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1/A filing.

2025-09-19 · 0001213900-25-089355

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1/A filing.

2025-09-04 · 0001213900-25-084203

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1/A filing.

2025-08-12 · 0001213900-25-075072

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1/A filing.

2025-07-15 · 0001213900-25-064269

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1/A filing.

2025-05-30 · 0001213900-25-049411

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1/A filing.

Price $4.25 · 1,500,000 shares · Gross proceeds $6,375,000

Common Stock · Exchange NASDAQ · Ticker MEHA · Each Unit consists of one share of common stock, one Series A warrant, and one Series B warrant · Series A warrants (exercise price $4.00, 3-year term) and Series B warrants (exercise price $4.00, 5-year term) · Use of proceeds Proceeds will be used for working capital and general corporate purposes · Flags units, warrants

2025-02-14 · 0001213900-25-013759

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior FWP filing.

Functional Brands Inc. (formerly HT Naturals Inc.) filed an S-1/A amendment to its registration statement, focusing on adding exhibits such as specimen common stock certificates and warrant forms. The filing reflects the company's rebranding and updates to its corporate structure, with no substantive changes to the offering details compared to the previous FWP filing.

2025-02-13 · 0001213900-25-013149

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1/A filing.

Price $4.25 · 1,500,000 shares · Gross proceeds $6,375,000

share of our common stock and a Series B Warrant to purchase one share · Exchange NASDAQ · Ticker MEHA · Each Unit consists of one share of Common Stock, a Series A Warrant, and a Series B Warrant · Series A Warrants (exercise price $4.00, 3-year term) and Series B Warrants (exercise price $4.00, 5-year term) · Flags units, warrants

Functional Brands Inc. filed an S-1/A amendment to its registration statement, revising page 90 to remove the alternative cashless exercise of warrants and adding exhibits related to the underwriter agreement, warrants, legal opinions, and consents. The filing outlines an initial public offering of 1.5 million units, each containing common stock and Series A/B warrants, with a reverse stock split effective January 22, 2025. The company seeks NASDAQ listing under the symbol MEHA and highlights risks including lack of public market liquidity, reliance on underwriters, and uncertainty around listing approval.

2025-02-12 · 0001213900-25-012477

FWP supplemental

Free writing prospectus

Prospectus supplement or marketing filing that often updates active offering terms.

Follows S-1/A and supplements the active offering with updated prospectus details.

Exchange NASDAQ · Ticker MEHA

Functional Brands Inc. filed a Free Writing Prospectus (FWP) on February 12, 2025, replacing its previous S-1/A filing. The document outlines the company's proposed IPO, including a reverse stock split, offering of common stock and warrants, and plans to list on NASDAQ under the symbol MEHA. The FWP emphasizes regulatory risks, market uncertainties, and operational challenges inherent in the hemp and CBD industry.

2025-02-12 · 0001213900-25-012507

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1/A filing.

Price $4.25 · 1,500,000 shares · Gross proceeds $6,375,000

Common Stock · Exchange NASDAQ · Ticker MEHA · Over-allotment 450,000 · Each Unit consists of one share of common stock, a Series A warrant, and a Series B warrant · Series A Warrants (exercise price $4.00, exercisable immediately, expire 3 years after issuance) and Series B Warrants (exercise price $4.00, exercisable immediately, expire 5 years after issuance) · Use of proceeds Proceeds will be used for working capital and general corporate purposes · Flags units, warrants · Underwriters underwriter

Functional Brands Inc. (formerly HT Naturals Inc.) is conducting an initial public offering (IPO) of 1,500,000 units, each consisting of one share of common stock, a Series A warrant, and a Series B warrant, at an assumed offering price of $4.25 per unit. The company has implemented a 1-for-18.338622 reverse stock split, effective January 22, 2025, and intends to list its common stock on NASDAQ under the symbol MEHA. The offering includes underwriting discounts, with proceeds net of expenses expected to be $5.865 million. The company is no longer deemed a controlled company after Hemptown Organics Corp. distributed its shares, and it is an emerging growth company under the JOBS Act.

2025-02-11 · 0001213900-25-011895

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1/A filing.

Price $4.25 · 1,500,000 shares · Gross proceeds $6,375,000

Common Stock · Exchange NASDAQ · Ticker MEHA · Each Unit consists of one share of common stock, a Series A warrant, and a Series B warrant · Series A warrants (exercise price $4.00, 3-year term) and Series B warrants (exercise price $4.00, 5-year term) · Use of proceeds Working capital and general corporate purposes · Flags units, warrants

Functional Brands Inc. is conducting an initial public offering (IPO) of 1,500,000 units, each consisting of one share of common stock, a Series A warrant, and a Series B warrant, at an assumed price of $4.25 per unit. The company has implemented a 1-for-18.338622 reverse stock split, effective January 22, 2025, and intends to list on NASDAQ under the symbol MEHA. The offering includes a firm commitment underwriting, with Joseph Gunnar & Co., LLC as the lead underwriter. The company has also updated its structure to no longer be classified as a controlled company after Hemptown Organics Corp. distributed its shares.

2025-02-10 · 0001213900-25-011434

S-1/A amended

Amended registration statement

Updated registration statement filed after SEC comments or deal changes.

Updates the prior S-1 filing.

Price $4.25

Common Stock · Exchange NASDAQ · Ticker MEHA · Each Unit consists of one share of common stock, a Series A warrant, and a Series B warrant · Series A warrants exercisable at $[●] with 3-year term; Series B warrants exercisable at $[●] with 5-year term · Flags units, warrants · Underwriters underwriter

Functional Brands Inc. is conducting an initial public offering (IPO) of [●] units, each consisting of one share of common stock, Series A warrants, and Series B warrants, at an assumed offering price of $4.25 per unit. The company has implemented a 1-for-18.338622 reverse stock split, effective January 22, 2025, and intends to list on NASDAQ under the symbol MEHA. The filing reflects adjustments to the offering structure, including revised warrant terms, underwriting details, and the company's status as no longer a controlled company following share distributions by Hemptown Organics Corp. (HOC).

2025-01-28 · 0001213900-25-007595

S-1 filed

Initial registration statement

Initial public filing submitted to start the SEC review process.

Follows DRS/A in the pre-IPO sequence.

Range $4.00 to $5.00

share of our common stock and a Series B Warrant to purchase one share · Exchange Nasdaq Capital Market · Ticker FBIC · Each Unit consists of one share of common stock, a Series A warrant, and a Series B warrant · Series A and B warrants with exercise prices of $[●] and [●]% of the offering price, expiring in 3 and 5 years respectively

Functional Brands Inc. (formerly HT Naturals Inc.) is conducting an initial public offering (IPO) of [●] units, each consisting of one share of common stock, Series A warrants, and Series B warrants. The offering is underwritten by Joseph Gunnar & Co., LLC, with an estimated price range of $4.00 to $5.00 per share. The company plans to list on NASDAQ under the symbol FBIC but cannot guarantee approval. The filing includes details on the offering structure, underwriting terms, and risks, including illiquidity of warrants and controlled company status under NASDAQ rules.

2025-01-08 · 0001213900-25-002120

DRS/A amended

Amended draft registration statement

Updated draft registration filed before the public launch.

Updates the prior DRS/A filing.

Functional Brands Inc. is conducting an initial public offering (IPO) of [●] units, each consisting of one share of common stock, a Series A warrant, and a Series B warrant. The offering aims to raise capital with an assumed price range of $4.00 to $5.00 per share. The company plans to list on NASDAQ under the symbol FBIC but faces risks related to listing approval and liquidity of warrants. The filing includes details on underwriting terms, including a 8% discount for the underwriter and 6% in representative warrants.

2024-12-06 · 0001213900-24-106556

DRS/A amended

Amended draft registration statement

Updated draft registration filed before the public launch.

Updates the prior DRS/A filing.

Functional Brands Inc. is conducting an initial public offering (IPO) of its common stock, aiming to list on NASDAQ under the symbol FBIC. The company, formerly HT Naturals Inc., operates in the nutraceutical and hemp industries through subsidiaries HTO Nevada Inc. and functional brands. The filing includes two prospectuses: a public offering and a resale offering, with differences in sections like Use of Proceeds and Selling Shareholders. The underwriter is Joseph Gunnar & Co., LLC, and the company is a controlled entity under NASDAQ rules due to Hemptown Organics Corp.'s ownership. The IPO is subject to NASDAQ approval and involves risks related to market acceptance, regulatory compliance, and reliance on third-party intellectual property.

2024-10-24 · 0001213900-24-090385

DRS/A amended

Amended draft registration statement

Updated draft registration filed before the public launch.

Updates the prior DRS/A filing.

Functional Brands Inc. is conducting an initial public offering (IPO) of its common stock, aiming to list on the NYSE under the symbol [●]. The company operates in the nutraceutical and hemp industries, manufacturing and distributing health supplements and hemp-derived products. It is a 98% subsidiary of Hemptown Organics Corp. (HOC), making it a controlled company under NYSE rules. The offering is underwritten by Joseph Gunnar & Co., LLC, with proceeds intended for general corporate purposes. The company is an emerging growth company under the JOBS Act, benefiting from reduced reporting requirements.

2023-08-17 · 0001213900-23-068586

DRS/A amended

Amended draft registration statement

Updated draft registration filed before the public launch.

Updates the prior DRS/A filing.

Functional Brands Inc. is conducting an initial public offering (IPO) of its common stock, with an estimated price range between $ and $ per share. The company, structured as a Delaware corporation, operates in the nutraceutical and hemp industries through subsidiaries HTO Nevada Inc. and Functional Brands Inc. The offering is underwritten by Joseph Gunnar & Co., LLC, with proceeds intended for general corporate purposes. The company is a controlled entity under NYSE rules due to Hemptown Organics Corp.'s (HOC) ownership, and it qualifies as an emerging growth company under the JOBS Act.

2023-08-16 · 0001213900-23-068208

DRS/A amended

Amended draft registration statement

Updated draft registration filed before the public launch.

Updates the prior DRS filing.

Functional Brands Inc. is conducting an initial public offering (IPO) of its common stock, with an estimated price range of $ to $ per share. The company, which operates in the nutraceutical and hemp industries, is a controlled company under NYSE rules due to Hemptown Organics Corp. (HOC) owning a significant stake. The offering is structured with a firm commitment underwriting by Joseph Gunnar & Co., LLC, and includes two prospectuses: a Public Offering Prospectus and a Resale Prospectus for selling shareholders. The company intends to list on the NYSE under the symbol [●], though approval is not guaranteed.

2023-06-09 · 0001213900-23-047831

DRS filed

Draft registration statement

Draft registration filed confidentially before the public launch.

First tracked pre-IPO filing for this issuer.

Functional Brands Inc. is conducting an initial public offering (IPO) of its common stock, aiming to list on the NYSE under the symbol [●]. The company operates in the nutraceutical and hemp product industries, manufacturing and distributing supplements and hemp-derived products. It is a controlled company under NYSE rules due to Hemptown Organics Corp. (HOC) owning a significant stake. The offering is underwritten by Joseph Gunnar & Co., LLC, with an estimated price range and potential proceeds subject to underwriting discounts. The company has not yet filed the registration statement and remains confidential.

2023-05-30 · 0001213900-23-044053