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0002020737
0002020737
2026-03-19
2026-03-19
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 19, 2026
Caring
Brands, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42941 |
|
99-4103908 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
130
S Indian River Drive,
Suite
202 pbm# 1232,
Fort
Pierce, FL 34950
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (561) 896-7616
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| |
|
|
|
|
| Common
Stock, par value $0.001 per share |
|
CABR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On
March 19, 2026, Caring Brands, Inc. (the “Company”), entered
into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with one accredited
investor (the “Purchaser”) for a private
investment in public equity (the “PIPE Offering”) of 3,789,474 shares
of its Series A Convertible Preferred Stock par value $0.001 per share, stated value $3,789,474 per share (the “Series A Preferred
Stock”), equating to 3,789.74 Series A Convertible Preferred Shares which equates to a purchase price of $950 per share
of Series A Preferred Stock with a stated value of $1,000 per share, after factoring in an original issue discount (“OID”)
of 5%. The Series A Preferred Stock is convertible into common stock.at a conversion price of $0.40
per share. The Company also issued an aggregate of 9,473,685
warrants (the “Common Warrants”) to acquire up to 9,473,685 shares of Common Stock at
an exercise price of $0.40 per share. The Common Warrants issued in the PIPE Offering are exercisable immediately and will expire five
years from the date of issuance. The exercise
of the Common Warrants and
the conversion of the Series A Preferred Stock are
both subject
to beneficial ownership limitations set by the holder. The aggregate purchase
price was $3,600,000. In addition, the Company will not issue any shares upon the exercise of the
Warrants or the conversion of the Series A Preferred Stock to the extent that the aggregate issuances thereunder would exceed an aggregate
of 19.99% of the Company’s outstanding shares of common stock without first obtaining shareholder approval.
The
PIPE Offering closed on March 19, 2026, with aggregate gross proceeds totaling approximately $3.6 million. The Company intends to
use $3.075 million of the net proceeds from the PIPE Offering to retire an
aggregate of 6,250,000 shares of the Company’s Common Stock owned by certain Insiders, pursuant to Stock Purchase Agreements,
dated as of March 19 2026 (the “Share Redemption Agreement”) and the
remainder of the proceeds shall be used for general corporate and working capital purposes. The
aggregate of 6,250,000 shares consists of (i)1,500,000 shares from Dr. Glynn Wilson, the Company’s Chief Executive Officer;
(ii) 1,250,000 shares from Brnan John, the Company’s Chairman; and (iii) 3,500,000 shares from NovoDX, Inc. These redemptions would reduce the total amount of shares of common stock outstanding from 14,761,925 shares to 8,511,925
shares of common stock.
The
Purchaser shall have the right, exercisable at any time and from time to time, to purchase up to $4.0 million of additional shares of
Series A Preferred Stock and Warrants from the Company (the AIR”), provided that any AIR may only be exercised in an amount of
the AIR and shall have the same terms as the Series A Preferred Stock and Common Warrants , except that the Conversion Price and Exercise
Price of the additional shares of Series A Preferred Stock and Common Warrants issued pursuant to the AIR shall be equal to the lower
of (i) 90% of the arithmetic average of the five lowest closing trading prices occurring any time during the ten days prior to the Purchaser
exercising an AIR pursuant to the terms of the Securities Purchase Agreement and (ii) the lowest Conversion Price and Exercise Price
for any previously issued Series A Preferred Stock or Common Warrants pursuant to the Securities Purchase Agreement.
The
exercise price and number of shares of Common Stock issuable upon exercise of the PIPE Warrants is subject to appropriate adjustment
in the event of stock dividends, stock splits, reorganizations or similar events affecting the Common Stock and the exercise price. Subject
to limited exceptions, the Purchaser may not exercise any portion of the CommonWarrants to the extent that the Investor would beneficially
own more than 4.99% of the outstanding Common Stock after exercise. In the event of certain fundamental transactions, the holder of the
Common Warrants A will have the right to receive the Black Scholes Value (as defined in the CommonWarrants) of its Common Warrants calculated
pursuant to a formula set forth in the Common Warrants, payable in cash. There is no trading market available for the
Series A Preferred Stock or Common Warrants on
any securities exchange or nationally recognized trading system. The Company does not intend to list the Series
A Preferred Stock or Common Warrants on any
securities exchange or nationally recognized trading system.
Pursuant
to the Securities Purchase Agreement, for a period of twelve (12) months after the closing date, the Purchaser shall have the right of
first refusal to participate with respect to any offering involving (i) future equity or equity-linked securities of the Company or (ii)
debt of the Company, which is convertible into equity or in which there is an equity component for up to 50% of any such new financing.
The
securities being offered and sold by the Company in the PIPE Offering have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), and may not be offered or sold in the United States absent registration with the Securities and Exchange
Commission (the “SEC”) or an applicable exemption from such registration requirements. The securities were offered only to
accredited investors. The Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered
shares issuable upon the conversion of the Series A Preferred Stock and the shares issuable upon exercise of the unregistered warrants
pursuant to a Registration Rights Agreement entered into between the Company and the Purchaser (the “Registration Rights Agreement”).
The
foregoing descriptions of the Common Warrants,
Securities Purchase Agreement, Registration Rights Agreement and Share Redemption Agreement (collectively, the “Transaction Documents”),
do not purport to be a complete description and are qualified in its entirety by reference to the full text of the Transaction Documents,
copies of which are filed herewith as Exhibits 4.1, 10.1, 10.2, 10.3 respectively, and incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K with regard to the offer and sale of the shares of Series A Preferred
Stock and the Common Warrants to the Purchaser pursuant to the Securities Purchase Agreement is incorporated herein by reference. The
shares of Series A Preferred Stock and the Common Warrants issued and sold under the Securities Purchase Agreement as described in
Item 1.01 were offered and sold by the Company in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended.
Item
3.03 Material Modification to Rights of Security Holders.
Pursuant
to the PIPE Offering, on March 18, 2026,
the Company filed a Certificate of Designation of Series A Convertible Preferred Stock with the Secretary of State of the State of Nevada
(the “Series A Certificate of Designation”).
The
stated value of the Series A Preferred Stock is $1,000 per share.
Holders shall be entitled to an 8%
dividend payable in cash or shares of common stock at the holder’s option. In addition, holders shall be entitled to receive,
and the Company shall pay, dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and
in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common
Stock.
The
foregoing description of the Series A Certificate of Designation does not purport to be a complete description and is qualified in its
entirety by reference to the Series A Certificate of Designation, which is filed herewith as Exhibit 3.1 and incorporated by reference
into this Item 3.03.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
Certificate of Designation of Series A Convertible Preferred Stock |
| 4.1 |
|
Common Stock Purchase Warrant A |
| 10.1 |
|
Securities Purchase Agreement |
| 10.2 |
|
Registration Rights Agreement |
| 10.3 |
|
Form
of Share Redemption Agreement |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
March 24, 2026 |
Caring
Brands, Inc. |
| |
|
|
| |
By: |
/s/
Glynn Wilson |
| |
Name:
|
Dr.
Glynn Wilson |
| |
Title: |
Chief
Executive Officer |
