As filed with the Securities and Exchange Commission on May 30, 2025. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 7 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FUNCTIONAL BRANDS INC. (formerly HT Naturals Inc.) (Exact name of registrant as specified in its charter) Delaware 325411 85-4094332 (I.R.S. Employer (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Identification N ...

Group 1 - Norway celebrates its Constitution Day on May 17, marking the signing of the Norwegian Constitution in 1814, symbolizing independence and democratic spirit [1] - The 211th anniversary of Norway's Constitution Day was celebrated with events in Beijing and Shanghai, organized by the Norwegian Embassy in China, the Innovation Norway, and various enterprises [1][3] - NYO3, a core member of the Norwegian Health Products Group, focuses on innovative technology to redefine Omega-3 nutrition and promote the concept of "health and longevity" [1][3] Group 2 - Norway is known as a "long-lived country," with a long history of fish oil consumption, and Omega-3 is considered one of the secrets to longevity [3] - The Oslo Breakfast Program initiated by the Norwegian government in the early 20th century incorporated Omega-3 into children's dietary standards, establishing a foundation for national health [3] - NYO3 specializes in Antarctic krill oil, emphasizing the absorption benefits of its marine phospholipid structure, and has received multiple international quality certifications [3][5] Group 3 - Norway ranks high in gender equality, with female labor participation exceeding 80%, leading to a significant demand for anti-aging products among women [5] - NYO3 has partnered with NO-Age to launch the Ageless brand line, targeting early aging issues in women aged 25 and above, with innovative products that enhance absorption rates [5] - The Ageless Aurora Beauty Pills achieved top rankings in Tmall International's oral beauty category within the first month of launch and will be showcased at the 2025 Vitafoods Europe exhibition [5][6] Group 4 - To commemorate the 211th anniversary of Constitution Day, NYO3 launched a special campaign on Tmall International, offering consumers a chance to win health gifts, including a trip to Norway [6] - NYO3 aims to bridge cultural exchanges between China and Norway through its products, promoting a healthy Nordic lifestyle and enhancing global awareness of Norway [6]

Core Viewpoint - Cosmos Health Inc. reported a strong financial performance for Q1 2025, showcasing a significant turnaround with improved profitability metrics and disciplined cost management. Financial Highlights - Revenue for Q1 2025 was $13.71 million, a decrease of 5.98% from $14.58 million in Q1 2024, attributed to a strategic shift towards higher-margin areas [6] - Gross profit increased by 53.70% to $2.05 million from $1.33 million in the prior-year period, driven by an improved product mix [6] - Adjusted EBITDA rose by 157.8% to $0.37 million compared to a loss of $0.64 million in Q1 2024 [6] - Adjusted Net Income improved by 139.4% to $0.28 million, versus a loss of $0.71 million in the prior-year period [6] Profitability and Cost Management - The company achieved profitability on an adjusted basis for both EBITDA and Net Income, reflecting improved gross profitability and effective cost management [3][9] - Total operating expenses declined by 9.05% to $2.88 million, with significant reductions in salaries and wages (17.34%) and sales and marketing expenses (83.78%) [6] Balance Sheet and Cash Flow - Stockholders' equity increased by $1.42 million, with a liabilities-to-assets ratio of 54.6%, indicating financial discipline [5] - Total assets rose by 5.3% to $57.2 million, while total liabilities increased by 4.9% to $31.24 million [7] - Operating cash burn improved by 94.5% year-over-year, decreasing to negative $0.19 million from negative $3.41 million in Q1 2024 [8] Operational Developments - The wholesale logistics segment (CosmoFarm) and the nutraceutical and pharmaceutical products portfolio, including Sky Premium Life®, were key contributors to the strong performance [4] - The company is advancing its R&D pipeline, with projects like the CCX0722 weight management solution nearing launch [11] - Cosmos Health is expanding its high-margin contract manufacturing segment and growing its flagship nutraceutical brand, Sky Premium Life, in global markets [11]

Core Insights - Cosmos Health Inc. reported solid financial results for Q1 2025, showing a significant increase in gross profit and a positive turnaround in both Adjusted EBITDA and Adjusted Net Income [2][3][9] Financial Performance - Revenue for Q1 2025 was $13.71 million, a decrease of 5.98% from $14.58 million in Q1 2024, due to a strategic shift towards higher-margin areas [6] - Gross profit increased by 53.70% to $2.05 million, up from $1.33 million in the prior-year period, driven by an improved product mix and operational leverage [6] - Adjusted EBITDA rose by 157.8% to $0.37 million, compared to a loss of $0.64 million in Q1 2024 [6] - Adjusted Net Income improved by 139.4% to $0.28 million, versus a loss of $0.71 million in the prior-year period [6] Cost Management - Total operating expenses declined by 9.05% to $2.88 million, compared to $3.17 million in Q1 2024, attributed to a 17.34% reduction in salaries and wages and an 83.78% decline in sales and marketing expenses [6] - The company achieved a net loss of $0.82 million, narrowing by 56.17% from $1.87 million in the prior-year period [6] Balance Sheet Strength - Stockholders' equity increased by $1.42 million, with a liabilities-to-assets ratio of 54.6%, indicating continued financial discipline [5][7] - Total assets rose by 5.3% to $57.2 million, while total liabilities increased by 4.9% to $31.24 million [7] Operational Developments - The wholesale logistics segment (CosmoFarm) and the owned nutraceutical and pharmaceutical products portfolio were key contributors to the improved performance [4] - The company is advancing its R&D pipeline, including the CCX0722 weight management solution, and expanding its high-margin contract manufacturing segment [11] Management Commentary - The CEO expressed satisfaction with the first-quarter performance, highlighting the significant increase in gross profit and margins, as well as the return to profitability [9][10]

Financial Data and Key Metrics Changes - Third quarter revenues reached $58.4 million, representing a 21% year-over-year increase [7][17] - Adjusted EBITDA increased by 27% year-over-year to $6.4 million, with an adjusted EBITDA margin improvement of 50 basis points to 11% [9][22] - Gross margin improved to 81%, up from 78.9% in the prior year [9][20] - Adjusted non-GAAP net income was $3.5 million, or $0.26 per fully diluted share, compared to $2.8 million, or $0.21 per share, in the prior year [21] Business Line Data and Key Metrics Changes - Revenue in the Americas increased by 29.5% to $48.2 million, driven by the success of the MINDBODY GLP-one system [18] - Active accounts in the Americas grew by 17.2% year-over-year, with a 13% increase in independent consultants and a 19% increase in customers [10][18] - Revenue in Asia Pacific and Europe decreased by 7.2% to $10.2 million, primarily due to an 8.8% decrease in total active accounts [19] Market Data and Key Metrics Changes - The U.S. market saw a 31% revenue growth, while international markets experienced a 7% decline year-over-year [8] - Japan's revenue increased by 2.7% on a constant currency basis, reflecting the launch of the MINDBODY system [19] Company Strategy and Development Direction - The company is focused on enhancing digital capabilities, building brand awareness, and maintaining strong profitability metrics while funding growth initiatives [14] - The LV360 initiatives aim to provide consultants with tools and incentives to thrive in a changing market [11] - The EVOLVE compensation plan is designed to create multiple income streams for consultants, supporting both product sales and team building [12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the MINDBODY system's potential for long-term growth, noting that the product is still in early stages of rollout [15] - The company anticipates fiscal 2025 revenue to be between $228 million and $235 million, representing a 16% increase year-over-year at the midpoint [24] - Management acknowledged challenges in international markets but remains optimistic about future growth opportunities [39] Other Important Information - The company held its annual global convention, revealing positive results from a clinical study on the MINDBODY system, which showed over a 200% increase in GLP-one levels [13][14] - The company has a strong financial position with $22.5 million in cash and no debt at the end of the third quarter [22] Q&A Session Summary Question: What percentage of new customers are coming in on subscription? - Management noted a slight decline in active accounts sequentially, but subscription rates increased, with about 85% of new customers on subscription for the MINDBODY system [28][29] Question: Are there more purchases in stacks versus standalone products? - Management confirmed that approximately 55% of revenue during the quarter was from standalone MINDBODY products, while 45% were from stacked purchases with other products [31][32] Question: What is the reason for the revenue outlook change? - Management indicated that the revenue reduction is due to both past results and anticipated results, with challenges from the initial product launch now resolved [36][38] Question: What have been the learnings about the MINDBODY product? - Management highlighted the importance of educating consultants on the product's long-term health benefits rather than positioning it solely for weight loss [42][46]

Financial Data and Key Metrics Changes - Third quarter revenues reached $58.4 million, representing a 21% year-over-year increase [7][18] - Adjusted EBITDA increased by 27% year-over-year to $6.4 million, with an adjusted EBITDA margin improvement of 50 basis points to 11% [10][23] - Gross margin improved to 81%, up from 78.9% in the prior year [21] - Adjusted non-GAAP net income was $3.5 million, or $0.26 per fully diluted share, compared to $2.8 million, or $0.21 per fully diluted share in the prior year [22] Business Line Data and Key Metrics Changes - The MINDBODY GLP-one system was the primary growth driver, with U.S. revenues growing by 31% year-over-year [8] - Active accounts in the Americas increased by 17% year-over-year, with a 13% increase in independent consultants and a 19% increase in customers [11] - Subscription orders showed positive trends, with 85% of new customers opting for subscriptions during the quarter [30] Market Data and Key Metrics Changes - Revenue in the Americas increased by 29.5% to $48.2 million, while revenue in Asia Pacific and Europe decreased by 7.2% to $10.2 million [19][20] - Japan's revenue increased by 2.7% on a constant currency basis, reflecting the launch of the MINDBODY system [20] Company Strategy and Development Direction - The company is focused on enhancing digital capabilities, building brand awareness, and maintaining strong profitability metrics while funding growth initiatives [15] - The EVOLVE compensation plan aims to provide consultants with multiple income streams and support their business growth [13] - The company plans to complete the global rollout of the MINDBODY system in remaining markets later this year [15] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the MINDBODY system's potential for long-term transformational impact on the business [16] - The company anticipates fiscal year 2025 revenue to be between $228 million and $235 million, representing a 16% increase year-over-year at the midpoint [25] - Management acknowledged challenges in international markets but remains optimistic about future growth opportunities [38] Other Important Information - The company held its annual global convention, revealing positive results from a clinical study on the MINDBODY system, which showed an average increase of GLP-one levels by over 200% [14][15] - A quarterly cash dividend of $0.45 per share was announced, totaling approximately $600,000 [25] Q&A Session Summary Question: What percentage of new customers are coming in on subscription? - Management noted a slight decline in active accounts sequentially, but subscription rates increased, with 85% of new customers on subscriptions during the quarter [30] Question: Are there more purchases in stacks versus standalone products? - Management confirmed that about 55% of revenue during the quarter was from standalone MINDBODY products, while 45% were from stacked purchases with other products [32] Question: What is the reason for the revenue outlook change? - Management indicated that the revenue reduction is due to both past results and anticipated results, with challenges from the initial product launch now resolved [36][38] Question: What have been the learnings about the MINDBODY product? - Management highlighted the importance of educating the sales force on the product's long-term health benefits rather than positioning it solely for weight loss [44][48]

Core Viewpoint - COSCIENS Biopharma Inc. has appointed Anna Biehn as the new Chief Executive Officer, effective May 5, 2025, succeeding Gilles Gagnon, who will remain as a Strategic Advisor and Director [1][3]. Company Overview - COSCIENS Biopharma Inc. is a life science company that develops and commercializes a diversified portfolio of cosmeceutical, nutraceutical, and pharmaceutical products [5][6]. - The company focuses on leveraging proprietary extraction technology to produce active ingredients from renewable plant resources [5]. Leadership Transition - Anna Biehn brings over 25 years of experience in global general management and marketing, previously serving as Chief Financial Officer at NuTek Natural Ingredients [2][3]. - Gilles Gagnon has been with the company since 2008 and has played a key role in its growth and positioning [3]. Strategic Vision - The company aims to establish itself as a global leader in natural-based products for health and wellness, capitalizing on the growing demand for natural ingredients [3][4]. - Biehn expressed confidence in COSCIENS' portfolio and technology, highlighting significant innovation opportunities for both near-term and long-term value [3]. Market Position - COSCIENS is listed on both the Nasdaq Capital Market and the Toronto Stock Exchange under the ticker symbol "CSCI" [6].

Core Insights - The lutein and lutein ester market is projected to reach $490 million by 2025, with a compound annual growth rate (CAGR) of 6.8% from 2025 to 2033, driven by increasing awareness of eye health and aging populations [1][22] - The market is expected to see significant growth in the U.S., Germany, and China, with the first quarter of 2025 accounting for approximately 17% of the total market share, equating to about $83.3 million [1][3] Market Dynamics - The demand for lutein and its esters is increasing due to rising consumer awareness of eye health and anti-aging benefits, particularly in the nutritional supplements and cosmetics sectors [3][5] - Technological advancements are improving lutein extraction and formulation processes, contributing to market growth [5][6] - The aging population is a major driver of demand for eye health products, with research continuing to validate the benefits of lutein for vision health [5][10] Regional Analysis - The U.S. is expected to remain the dominant market, while Germany and China are anticipated to experience rapid expansion due to increased awareness of lutein's benefits [3][12] - North America has a mature market infrastructure, while Europe is seeing a rise in the adoption of natural health solutions [11][12] - The Asia-Pacific region, particularly China, is showing significant growth potential, supported by investments in production and large-scale cultivation of marigold flowers [17][19] Supply Chain and Production - The lutein supply chain involves a complex network of production, processing, and distribution, primarily sourcing raw materials from marigold flowers [5][6] - New sustainable extraction technologies, such as microalgae-based methods, are transforming lutein production, enhancing efficiency and environmental sustainability [6][22] Regulatory Environment - The lutein market faces challenges related to regulatory compliance, including strict purity standards and complex documentation requirements for health supplements [6][9] - The competition between natural and synthetic lutein is influencing operational strategies, with natural lutein being favored for its organic appeal despite the cost advantages of synthetic alternatives [6][10] Market Trends - The market is witnessing a shift towards personalized nutrition, with biotechnological advancements enabling targeted supplements for eye health [18][22] - The increasing health consciousness among aging populations and rising disposable incomes are driving demand for preventive healthcare solutions [19][20] - Research is expanding into lutein's benefits beyond eye health, including cognitive function enhancement and skin health protection [20][22]

Core Insights - Mangoceuticals, Inc. has secured exclusive licensing and distribution rights for Diabetinol® in the U.S. and Canada, targeting the pre-diabetic and weight loss markets [1][3] - Diabetinol® is a patented plant-based nutraceutical derived from citrus peel, clinically shown to improve insulin sensitivity and metabolic health [2][6] - The product aims to address the growing diabetes crisis, with over 30 million Americans suffering from type 2 diabetes and 97.6 million adults having prediabetes [4][5] Market Opportunity - The addressable market for diabetes and metabolic health solutions is valued at $33.66 billion [3] - U.S. diabetes-related healthcare costs exceed $400 billion annually, while global spending on weight loss and blood sugar-lowering medications is projected to surpass $131 billion by 2028 [5] - There is a significant demand for affordable metabolic health solutions, as many individuals discontinue second-line therapies due to cost or tolerability [5][6] Product Details - Diabetinol® will be available in various consumer-friendly formats, including capsules, beverages, pouches, cookies, and gummies [7] - The product is designed to deliver consistent clinical levels of active ingredients and will be marketed through direct-to-consumer online initiatives and retail outlets [7] Clinical Support - Clinical studies indicate that Diabetinol® can significantly improve health markers in patients with type 2 diabetes or prediabetes, including reductions in Hemoglobin A1c and improvements in cholesterol and blood pressure levels [12] - In a pilot study, Diabetinol® reduced peak postprandial blood glucose by approximately 50 mg/dL, which is clinically meaningful for managing glucose metabolism [11] Strategic Vision - The introduction of Diabetinol® aligns with the company's mission to provide safe and accessible wellness solutions amid a growing public demand for natural health products [10] - The product reflects a shift towards preventive, plant-based solutions in healthcare, as emphasized by health leaders [10]

Financial Performance - Q4 2024 - Total company net sales reached $29.1 million, a 37% year-over-year increase[11] - Tru Niagen® net sales amounted to $22.7 million, representing a 29% year-over-year growth[11] - Niagen® ingredient sales experienced substantial growth, reaching $5.3 million, a 96% year-over-year increase[11] - Gross margin improved to 62.5%, a 150 basis points increase compared to the previous year[11] - Net income significantly increased to $7.2 million, a $7.1 million increase year-over-year[11] - Adjusted EBITDA nearly tripled, reaching $3.4 million compared to $1.2 million in Q4 2023[11] Financial Performance - Full Year 2024 - Total net sales grew by 19% year-over-year[11] - Net income reached $8.6 million, or $0.11 earnings per share, compared to a net loss of $4.9 million, or $0.07 loss per share in the previous year[11] - Operating cash flows amounted to $12.1 million, with a year-end cash balance of $44.7 million and no debt[11] - Adjusted EBITDA increased to $8.5 million, up from $1.9 million in FY 2023[11] 2025 Outlook - The company anticipates continued revenue growth of approximately 18% year-over-year[11]