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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.
Caring Brands, Inc. entered into a private investment in public equity on July 10, 2026, selling 443.2133 shares of Series A Convertible Preferred Stock with a stated value of $1,000 per share at $950 per share and issuing 1,052,632 common stock warrants at a $0.40 exercise price.
The transaction generated $400,000 in gross proceeds; $150,000 will be used to retire 150,000 common shares from BK Investments LLC, with the remainder for general corporate and working capital purposes. An amendment increased authorized Series A Preferred shares to 4,500 and set an 8% dividend, while warrant exercises and conversions are limited by a 4.99% beneficial ownership cap and a 19.99% issuance cap without shareholder approval.
Caring Brands, Inc. held a Special Meeting of Stockholders on July 9, 2026. As of the May 14, 2026 record date, there were 9,091,506 shares of common stock outstanding and entitled to vote. Holders of 5,617,697 shares, representing approximately 61.79% of eligible shares, were present in person or by proxy, constituting a quorum.
Stockholders approved three proposals. The Additional Investment Right Proposal received 4,457,375 votes for, 155,999 against and 1,000 abstentions, with 1,003,323 broker non-votes. The Share Issuance Proposal received 4,456,776 for, 156,598 against and 1,000 abstentions, with 1,003,323 broker non-votes. The Increase in the Number of Authorized Shares of Common Stock Proposal received 5,118,645 for, 498,052 against and 1,000 abstentions, with no broker non-votes. No other substantive matters were voted on.
Caring Brands Inc. entered into an expanded multi-territory licensing agreement with SanPellegrino Cosmetics Private Limited for its Photocil and Hair Enzyme Booster products. The revised agreement, effective May 21, 2026, introduces a five-year initial term with automatic annual renewal.
The deal broadens SCPL’s licensed territory beyond India to include multiple LATAM countries, Russia, Australia and New Zealand, leveraging existing sublicense partnerships with Eris Lifesciences and Glenmark Pharmaceuticals. Caring Brands highlights that this expansion supports its strategy to grow revenue from patented, clinically validated skin and hair-growth products across high-growth international markets.
Caring Brands, Inc. filed a current report to correct an administrative error in its proxy materials. The company’s Definitive Proxy Statement for its annual meeting had incorrectly listed May 12, 2026 as the record date. The correct record date for determining stockholders entitled to receive notice of, and vote at, the annual meeting is May 14, 2026.
All other information in the original proxy statement remains unchanged, and only stockholders of record as of May 14, 2026 will be eligible to participate in the meeting. The company plans to file a revised definitive proxy statement reflecting this corrected date.
Caring Brands, Inc. has called a July 9, 2026 special meeting to approve several capital-structure changes tied to a March 19, 2026 financing. The company agreed to sell up to $3,600,000 of Series A Convertible Preferred Stock and five-year Warrants to institutional and accredited investors.
Shareholders are asked to approve an Additional Investment Right allowing investors to buy more Series A and Warrants, authorize issuing common shares on conversion and exercise above 19.99% of prior outstanding stock, increase authorized common from 100,000,000 to 500,000,000 shares, and permit adjournments to solicit more proxies.
Caring Brands, Inc. is asking shareholders to approve four proposals at a Special Meeting: (1) an "Additional Investment Right" under a March 19, 2026 Securities Purchase Agreement, (2) issuance of conversion/exercise shares that may exceed 19.99% of outstanding common stock, (3) increase authorized common shares from 100,000,000 to 500,000,000, and (4) an adjournment authority to solicit further proxies.
The SPA contemplates up to $3,600,000 of Series A Convertible Preferred Stock and Warrants; the Series A designation covers 25,000 preferred shares, and the Warrants carry a $0.40 exercise price and a 5-year term. Shares outstanding were 9,091,506 as of the Record Date. Board recommends a vote FOR all proposals.
Caring Brands, Inc. reported a larger quarterly loss with no revenue as it continues early-stage development of its wellness products. For the three months ended March 31, 2026, the company generated no revenue and recorded a net loss of $2,008,476, compared with $538,770 a year earlier. Net loss attributable to common stockholders was $3,853,083, or $0.27 per share, reflecting significant accretion on redeemable preferred stock.
Operating expenses rose to $1,721,499, driven mainly by higher payroll, stock-based compensation, and professional fees tied to public company and capital markets activities. Interest expense of $286,989 was largely non-cash, linked to a convertible note that was fully converted into equity.
The company ended the quarter with cash and cash equivalents of $2,033,438 and total assets of $2,171,749. It completed a PIPE financing of Series A Convertible Redeemable Preferred Stock with approximately $3.6M stated value and repurchased 6,250,000 common shares for $3,075,000. Management believes current cash can fund operations for at least twelve months, but the filing highlights a going concern uncertainty, a Nasdaq stockholders’ equity deficiency notice, substantial accumulated deficit, and material weaknesses in internal controls.