Full Press Release Details
Functional Brands (NASDAQ: MEHA) Enters into
Agreement to Acquire Alchemy, a Gold-Backed Blockchain Settlement Platform, in a $142.9 Million Transaction
Definitive agreement signed; management communicates rationale targeting
activation in Q3 2026; gold-backed DeFi platform designed to deliver above-market yield on physical gold positions - compared to
near 0% for traditional gold ETFs.
Lake Oswego, OR - May 22, 2026 -
Functional Brands Inc. (NASDAQ: MEHA) ("Functional Brands" or the "Company") today announced the execution of
a definitive agreement for the acquisition of assets from BullionFX, including its Alchemy technology platform; a vertically integrated,
gold-backed blockchain settlement layer and decentralized finance (DeFi) ecosystem targeting retail, institutional, and blockchain markets
(the "Acquired Assets"). The transaction is valued at $142.9 million in an all-stock asset acquisition and has been unanimously
approved by the boards of directors of both companies. Management views the platform as differentiated from existing tokenized-gold products
by the depth and integration of its technology stack (more information available at www.alchemy.xyz).
"Gold is having a generational
moment, and we expect the acquisition of the Alchemy technology suite will give us the infrastructure to be at the center of it. A full-stack,
gold-backed DeFi platform that no publicly listed company currently owns. We're excited to close this transaction and commercialize
the plan" said Eric Gripentrog, CEO Functional Brands.
"We are excited to bring the
Alchemy ecosystem to Retail, Institutional, and Blockchain markets. We are quickly moving into an era where bridged traditional and decentralized
financial products, along with user self-custody, trustless systems, and stability are set to revolutionize the financial industry as
we know it" said Stephen Moss, Founder BullionFX | Alchemy.
The transaction is an all-stock asset acquisition valued at $142.9
million, unanimously approved by the boards of both Functional Brands and BullionFX. Closing remains subject to conditions including,
but not limited to, due diligence, regulatory approvals, and a valuation. Following the binding LOI dated May 11, 2026, both parties executed
the definitive agreements on May 22, 2026.
The Market Opportunity
Gold reached all-time highs in 2025, driven by central-bank purchasing,
geopolitical tension, and growing demand for non-sovereign stores of value. Yet existing tokenized-gold products remain functionally limited
- price exposure with no yield, no programmability, and no ecosystem.
Alchemy's decentralized ecosystem is built on the stability of
gold, providing stable backing to various products, including USD deposits, and has been designed to disrupt three core markets:
Strategic Rationale & Go-Forward
Management believes that, as a Nasdaq-listed operating company with
established public-market disclosure and governance infrastructure, the Company is well-positioned to serve as a consolidation vehicle
in the tokenized real-world-asset and gold-anchored DeFi segments. The Company's listed stock provides a recognized acquisition
currency for evaluating complementary technology and protocol opportunities as the sector matures.
About Functional Brands Inc.
Functional Brands Inc. (NASDAQ: MEHA) is focused on becoming
a diversified operating company with two business lines: an established wellness and performance products division and a newly acquired
gold-backed DeFi technology platform. The Company's wellness portfolio includes Kirkman , one of the most trusted names in nutritional
supplements for over 75 years with products available in more than 35 countries; P2i by Kirkman Prenatal Multivitamin &
Multimineral, the first prenatal supplement to align with FIGO standards and comply with California SB 646; and Tru2u.health, a consumer-facing
telehealth and wellness platform. Functional Brands operates an FDA-registered, cGMP-compliant manufacturing facility in Oregon. For more
Investor Relations Contact: FunctionalBrands@icrinc.com
Cautionary Note Regarding Forward-Looking
This news release and statements of Functional Brands' management
in connection with this news release or related events contain or may contain "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements related to the closing of
the asset acquisition, including the satisfaction of closing conditions, the timing associated therewith and dilution caused thereby,
the anticipated benefits of the acquisition, the commercialization plan and its phases and timing, projected commercialization costs,
the construction and deployment of an on-balance-sheet treasury, the potential establishment or listing of one or more Stable Asset Treasury
vehicles, the design-stage yield estimates described herein, the development of any TradFi Fusion Product concepts, and the Company's
longer-term consolidation rationale. Forward-looking statements often contain words such as "expects," "anticipates,"
"intends," "plans," "believes," "potential," "targets," "will,"
"should," "could," "would," "may," and similar words. These statements are based on information
available as of the date of this news release and represent management's current views and assumptions. Forward-looking statements
are not guarantees of future performance, events, or results.
Important factors that may cause actual results to differ materially
include: the ability of the parties to satisfy the conditions to closing; the occurrence of any event giving rise to termination of the
asset purchase agreement; the outcome of any legal proceedings; the ability to obtain regulatory and other approvals on a timely basis
or at all; difficulties and delays in transferring, integrating, and commercializing the Acquired Assets; the cost, timing, and capital
requirements of the commercialization plan; the volatility of digital-asset markets and the price of gold; the evolving regulatory environment
for tokenized real-world assets, stablecoins, DeFi protocols, treasury vehicles, and consumer digital-asset applications in the United
States and globally; cybersecurity, smart-contract, and operational risks inherent in blockchain-based products; the Company's ability
to obtain additional capital on favorable terms or at all; the dilutive effect on existing stockholders of the preferred shares issued
as part of the acquisition, and the conversion thereof, and any subsequent financings; the concentration of consideration share ownership;
uncertainty as to the long-term value of the Company's common stock; the Company's going concern status and dependence on
future capital raises; NASDAQ listing compliance requirements and bid price maintenance; and tax and other factors.
This release does not constitute an offer to sell, or a solicitation
of an offer to buy, any securities. Readers are cautioned not to place undue reliance on forward-looking statements, which apply only
as of the date of this news release. Investors should review Functional Brands' filings with the SEC, including the Registration
Statement on Form S-1 filed October 16, 2025, and the Annual Report on Form 10-K filed March 27, 2026, available at www.sec.gov. The Company
does not undertake to update forward-looking statements except as required by law.