Caring Brands, Inc. (CABR) SEC Filings

Caring Brands, Inc. (CABR) disclosed completion of a subsequent closing of its previously announced private placement of Series B Convertible Preferred Stock and warrants, adding $2,549,900 of gross proceeds on September 11, 2026. Together with the initial closing, the PIPE financing totals $7,149,900 of gross proceeds and an estimated $6,999,900 net cash increase after offering costs.

The preferred-stock PIPE and the reclassification of $3,852,686 of Series A preferred from mezzanine equity to permanent equity result in preliminary unaudited pro forma stockholders’ equity of $8,220,419 as of August 31, 2026, compared with Nasdaq’s $2,500,000 equity requirement. Nasdaq and its Hearings Panel must still determine whether equity compliance has been regained, and the company notes that further losses, dividends, or adjustments could reduce equity.

Caring Brands, Inc. (CABR) entered into a Consulting Services Agreement with Myall Luna Ventures Inc., effective September 2, 2026, under which Myall Luna, led by President Brian R. Meadows, will provide financial and accounting management support for cash flow management, financial reporting and other public company services coordinated with the Chief Financial Officer. The agreement runs from September 2, 2026 through September 1, 2027, includes a $10,000 monthly fee payable in advance plus approved expenses, is terminable by either party on 30 days’ written notice, and requires refunds of any unearned prepaid amounts, while the company retains responsibility for management decisions, internal controls and financial statements.

The board appointed Brian R. Meadows as a director effective September 4, 2026 and determined he qualifies as an independent director under Nasdaq Listing Rule 5605(a)(2) after considering the consulting relationship. An Independent Director’s Agreement provides Meadows an annual grant of options to purchase 25,000 shares of common stock at market price, expiring five years after issuance, along with customary confidentiality, non-compete, expense reimbursement, indemnification, and insurance provisions.

Caring Brands, Inc. (CABR) reported that it has begun accessing capital under a $9 million Purchase Agreement through a private placement. On September 1, 2026, the company completed an initial closing, issuing convertible preferred shares to accredited investors for $4.6 million. As of the press release date, an additional $4.4 million of subscription documents had been executed, with the company expecting, subject to closing conditions, to issue 4,400 shares of Series B Preferred Stock plus Series A and Series B Warrants covering up to 8,800,000 common shares when funds clear, which it expects on or before September 4, 2026. The company plans to use initial proceeds to launch new salesforce and marketing campaigns. Caring Brands describes a portfolio of patented, clinically validated skin and hair products, with current revenues from Hair Enzyme Booster and Photocil and a pipeline including CB-101 for eczema and NoStingz sunscreen.

Caring Brands, Inc. (symbol: CABR) is the issuer of record for a Form 8-K filing submitted to the SEC.

Caring Brands, Inc. (CABR) entered into a private placement Securities Purchase Agreement with accredited investors to raise up to $11,000,000 through the sale of up to 11,000 shares of newly designated Series B Convertible Preferred Stock at $1,000 per share and related warrants. Investors receive Series B Preferred Stock convertible into common stock at an initial price of $0.70 per share, plus Series A Warrants to purchase up to 11,000,000 common shares at $0.825 and Series B Warrants to purchase up to 11,000,000 common shares at $0.95, all subject to a 4.99%/9.99% beneficial ownership limitation and a 19.99% Nasdaq Exchange Cap unless stockholders approve more shares. The Series B Preferred Stock bears an 8% annual dividend and ranks pari passu with the company’s Series A Preferred Stock on liquidation. Caring Brands agreed not to use variable rate or similar equity financing while these securities remain outstanding and granted investors registration rights, with liquidated damages of 1.0% per month of each investor’s purchase amount (capped at 6.0%) if registration deadlines are missed. The company also amended its Series A Preferred Stock designation, including increasing authorized Series A shares to 4,500 and aligning certain terms with the new Series B.

Caring Brands, Inc., an emerging growth wellness products company, reported no revenue for the three and six months ended June 30, 2026, versus immaterial revenue a year earlier, and remains pre-commercial. Operating expenses rose sharply, driving a six‑month operating loss of $2.36 million and a net loss of $2.65 million, compared with a $1.20 million net loss in the prior‑year period.

Cash and cash equivalents were $1.82 million at June 30, 2026, after using $1.01 million in operating cash in the first half and receiving $3.87 million in PIPE financing. The Greentree $200,000 convertible note was fully converted to equity, leaving no debt outstanding. However, stockholders’ equity swung from $2.09 million at December 31, 2025 to a deficit of $(2.71) million, while $4.23 million of Series A convertible preferred stock is classified as mezzanine equity with a Triggering Event redemption feature. The company discloses going concern uncertainties and has received a Nasdaq delisting determination related to its equity deficiency, which it is appealing.

Caring Brands, Inc. reported an update on its intellectual property portfolio, which now includes five issued U.S. patents covering its Hair Enzyme Booster and Photocil product platforms. Four patents relate to Hair Enzyme Booster and one to Photocil.

Hair Enzyme Booster targets a $1.8B+ hair-loss market opportunity, with patents covering compositions and methods involving sulfotransferase enzyme activity and minoxidil metabolism. The company notes that 50% to 60% of minoxidil users may not see optimal results due to low scalp enzyme levels, and the product is designed for use alongside topical minoxidil to improve response.

Photocil, protected by an issued U.S. patent, addresses a $20B+ dermatology market opportunity as a topical narrow-band UV filter for targeted skin health, including over 125 million psoriasis and 100 million vitiligo sufferers globally. Caring Brands emphasizes a licensing-led, multi-channel commercialization strategy, including partnerships with companies such as Taisho Pharmaceutical, continued patent prosecution in the U.S. and abroad, and B2B licensing supplemented by direct-to-consumer sales.

John Brian reported disposition transactions in this Form 4 filing.

Caring Brands, Inc. director and Interim CFO John Brian reported an entity-related restructuring involving 150,000 shares of common stock on July 23, 2026. The transaction reflects the issuer’s redemption of these shares at approximately $1.00 per share from BK Investments LLC, an entity owned by him. Following this redemption, he reports direct ownership of 600,000 shares of Caring Brands common stock.

Caring Brands, Inc. reports that Nasdaq’s Listing Qualifications Staff issued a Staff Delisting Determination after the company failed to meet Nasdaq Listing Rule 5550(b). The company had stockholders’ equity of $2,091,324, below the required $2.5 million, and did not meet the alternative continued listing standards for market value or net income.

The Determination denies the company’s request for continued listing. Unless a hearing is requested by 4:00 p.m. ET on July 22, 2026, trading in its common stock will be suspended at the opening on July 24, 2026 and Nasdaq will file a Form 25-NSE. Caring Brands intends to request a hearing and pay the applicable fee by July 21, 2026, which would stay any suspension pending a Panel decision, but there is no assurance the company will regain or maintain compliance.