Industry Overview - The hemp industry, valued at $24 billion, is facing a potential ban on THC-infused products, including beverages and snacks, due to a provision in a recent federal bill [2][3] - Craft breweries, such as Indeed Brewing, have turned to THC-infused seltzers as a response to declining alcohol sales, indicating a shift in consumer preferences [1][2] Legislative Background - The legalization of hemp cultivation in 2018 allowed for the growth of a new cash crop, but the law's definition of hemp created loopholes that enabled the production of high-THC products [4][5] - The current legal framework allows products to contain THC levels that can impair users, despite being classified as hemp [5][6] Market Impact - The proliferation of unregulated hemp-derived THC products has led to concerns about safety, particularly regarding pediatric exposure, with some states reporting increased calls to poison-control centers [6][7] - The unregulated market for these products undermines the legal marijuana industry, which is heavily taxed and regulated, creating competitive challenges for established businesses [6]

Core Viewpoint - Boston Hemp Inc. urges federal policymakers to maintain the current legal definition of hemp under the 2018 Farm Bill, opposing any new THC caps or restrictions that could harm the industry and consumer access [1][5]. Economic Contribution - The hemp industry has demonstrated significant economic value, contributing billions in retail revenue and tax income across multiple states, with states like Texas and Indiana reporting robust sales and employment growth linked to hemp-derived cannabinoids [6]. - Tens of thousands of jobs in various sectors, including farming, processing, retail, and logistics, depend on the preservation of the federal hemp definition [6]. Safety Record - There have been no verified deaths linked to regulated hemp cultivation or compliant hemp-derived product use, indicating a strong safety record under the current regulatory framework [3][9]. Agricultural Stability - Farmers rely on hemp as a viable crop for various uses, and sudden regulatory changes could invalidate investments and disrupt agricultural planning [4]. Potential Negative Impacts of New THC Caps - Altering the federal definition of hemp or imposing new THC limits could lead to: - Elimination of thousands of jobs across the industry [7]. - A sharp decline in retail sales and state tax revenue [7]. - Limited consumer access to hemp-derived products, which millions rely on for wellness [7]. - Increased uncertainty for farmers and reduced market opportunities [7]. - Growth of unregulated markets, pushing consumers towards unsafe products [7]. Company Position - The company emphasizes that the 2018 Farm Bill provides a clear framework defining hemp as cannabis with less than 0.3% THC by dry weight, advocating for sensible regulations rather than bans or arbitrary caps [5].

Regulatory Landscape & Market Impact - A potential ban on intoxicating hemp-derived products, currently a nearly $30 billion USD industry, is under consideration by Congress [1] - The proposed measure, if passed, includes a one-year off-ramp for companies, which is viewed by some executives as an opportunity to establish industry guardrails [2][3] - Concerns exist that a ban without adjustments could drive the legal hemp market underground [3] - Debate over the measure has caused division, with some senators calling it a "death blow" to hemp farmers [4] - The new funding bill may impact two dozen states that already have their own hemp product laws [4] Company & Investment Considerations - Investors in companies like Tillray and Charlotte's Web should consider the potential impact of federal regulation on their operations [5] - The industry is seeking responsible hemp regulations instead of prohibition [3] Competitive Dynamics - The alcohol industry may view the hemp ban favorably, anticipating increased shelf space for their products [7] - Wholesalers, however, desire regulation similar to the alcohol industry to offer alternative products amid declining alcohol consumption [7]

Core Viewpoint - Tilray Brands advocates for sensible regulations on hemp-derived THC products, emphasizing the need for a taxed pathway that ensures consumer safety and promotes economic growth [1][3][4]. Industry Position - Tilray Brands aligns with a coalition of major operators in the alcohol and beverage sectors to push for responsible regulations, arguing that prohibition leads to unregulated markets and unsafe products [3][4]. - The hemp-derived THC beverage market is valued at $1 billion in the U.S., supported by small business investments and job creation [5]. Regulatory Framework - The company supports a federal baseline framework for hemp-derived THC product regulation, proposing a cap of 10mg of delta-9 THC per serving to ensure responsible consumption and public safety [4][6]. - Tilray Brands opposes any bans on hemp-derived THC products, stating that such measures would drive products underground rather than eliminate them [4]. Consumer Demand - A McLaughlin & Associates poll indicates that over 70% of Americans favor the legality and availability of hemp products, highlighting strong public demand for fair regulation [5]. Commitment to Innovation - Although hemp-derived THC products currently do not significantly contribute to Tilray's revenue, the company is dedicated to collaborating with lawmakers and enhancing its hemp-wellness offerings [6].

company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. | Large accelerated filer | ☐ | Accelerated filer | ☐ | | --- | --- | --- | --- | | Non-accelerated filer | ☒ | Smaller reporting company | ☒ | | | | Emerging growth company | ☒ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐ As f ...

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐ As filed with the Securities and Exchange Commission on September 3, 2025. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 10 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FUNCTIONAL BRANDS INC. (for ...

As filed with the Securities and Exchange Commission on July 15, 2025. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 8 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 ...

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 ...

As filed with the Securities and Exchange Commission on February 14, 2025. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 6 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) Identificat ...

As filed with the Securities and Exchange Commission on February 12, 2025. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 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) Identificat ...