Caring Brands SEC Filings

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.

Caring Brands, Inc. has filed a resale registration covering 18,947,370 shares of common stock, all to be offered from time to time by a selling stockholder. These consist of 9,473,685 shares issuable upon conversion of Series A Convertible Preferred Stock and 9,473,685 shares issuable upon exercise of common warrants, each at $0.40 per share.

The company will not receive proceeds from the resale, but could receive about $3.79 million in cash if all warrants are exercised. Caring Brands reports nominal revenues and net losses of $6.28 million for 2025 and $1.52 million for 2024, raising going-concern doubts, and recently received a Nasdaq notice for not meeting the $2.5 million stockholders’ equity requirement. As of the prospectus date, it has 8,941,506 shares outstanding and describes significant risks around liquidity, competition, regulation and product development.

Caring Brands, Inc. received a Nasdaq Staff Delisting Determination after falling out of compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million in stockholders’ equity. The company’s latest Form 10-K reported stockholders’ equity of $2,091,324, triggering the notice.

Caring Brands has 45 days, until May 22, 2026, to submit a plan to regain compliance and could receive up to 180 days, until October 4, 2026, to demonstrate compliance if Nasdaq accepts the plan. The notice does not immediately affect trading, and the stock continues to trade on Nasdaq under the symbol CABR, but failure to regain compliance could lead to delisting.

Caring Brands, Inc. files its annual report describing a wellness consumer products business that remains in early stages with minimal revenue and significant losses. The company reports a net loss of $6,278,191 for the year ended December 31, 2025, following a net loss of $1,517,431 for 2024, and its auditors raise substantial doubt about its ability to continue as a going concern.

The business centers on over-the-counter and cosmetic products such as Photocil for psoriasis and vitiligo, the Hair Enzyme Booster (JW-700) to enhance minoxidil, and CB-101 for eczema, supported by multiple clinical trials and patents. Licensing agreements with partners including Taisho in Japan and Cosmofix/San Pellegrino in India and other territories underpin its commercialization strategy, while most products use GRASE ingredients under OTC or cosmetic frameworks.

The company is authorized to issue 100,000,000 common shares at $0.001 par value and reports 13,336,925 shares outstanding as of June 30, 2025 and 12,341,506 shares outstanding as of March 30, 2026. Caring Brands qualifies as an emerging growth company and smaller reporting company, using scaled disclosure and extended transition for new accounting standards, and highlights extensive regulatory, competitive, funding, and execution risks.

Caring Brands, Inc. reported two governance changes. The Board amended the company’s bylaws so that stockholders holding thirty-three and one-third percent (33 1/3%) of outstanding capital stock entitled to vote now constitute a quorum for stockholder meetings, instead of a majority. The Board also appointed founder and Chairman Brian John, age 56, to serve as Interim Chief Financial Officer and to act as principal financial officer and principal accounting officer, effective March 30, 2026. As of this filing, his existing compensation arrangements remain unchanged in connection with this interim appointment.