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0002020737
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2026-09-11
2026-09-11
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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): September 11, 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
3.02
As
previously disclosed in the Current Report on Form 8-K filed by Caring Brands, Inc. (the “Company”) with the Securities and
Exchange Commission (the “SEC”) on August 25, 2026 (the “August 25 Report”), on August 21, 2026, the Company
entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (collectively,
the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, in a private placement (the “Offering”),
up to 11,000 shares of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred
Stock”), at a purchase price of $1,000 per share, together with Common Stock Purchase Warrants A (the “Series A Warrants”)
and Common Stock Purchase Warrants B (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”)
to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at exercise prices
of $0.825 and $0.95 per share, respectively. As previously disclosed in the Current Report on Form 8-K filed with the SEC on September
1, 2026 (the “September 1 Report”), on September 1, 2026, the Company completed an initial closing under the Purchase Agreement
(the “Initial Closing”), at which it issued 4,600 shares of Series B Preferred Stock, Series A Warrants to purchase up to
4,600,000 shares of Common Stock and Series B Warrants to purchase up to 4,600,000 shares of Common Stock, for aggregate gross proceeds
of $4,600,000.
On
September 11, 2026, the Company completed an additional closing under the Purchase Agreement (the “Subsequent Closing”),
at which the Company issued and sold to certain of the Investors (i) 2,549.9 shares of Series B Preferred Stock, (ii) Series A Warrants
to purchase up to 2,549,900 shares of Common Stock and (iii) Series B Warrants to purchase up to 2,549,900 shares of Common Stock, for
aggregate gross proceeds of $2,549,900. The shares of Series B Preferred Stock issued at the Subsequent Closing are initially convertible
into an aggregate of 3,642,714 shares of Common Stock at the initial conversion price of $0.70 per share, subject to adjustment and subject
to the 19.99% exchange cap (the “Exchange Cap”) and the beneficial ownership limitations described in the August 25 Report.
Following the Subsequent Closing, the Company has issued in the Offering an aggregate of 7,149.9 shares of Series B Preferred Stock,
Series A Warrants to purchase up to 7,149,900 shares of Common Stock and Series B Warrants to purchase up to 7,149,900 shares of Common
Stock, for aggregate gross proceeds of $7,149,900.
The
September 1 Report disclosed that, as of its date, subscription documents for an additional $4,400,000 had been executed and that the
Company expected the related funds to be released on or before September 4, 2026. The Company may complete one or more additional closings
under the Purchase Agreement with respect to the remaining amount of such subscriptions; however, no assurance can be given that any
such closing will occur, in whole or in part, or as to its timing. The unaudited pro forma balance sheet included under Item 7.01 below
does not give effect to any such additional closing.
All
shares of Series B Preferred Stock and Warrants issued at the Subsequent Closing were issued solely to Investors that executed the Purchase
Agreement on August 21, 2026. The securities described above were offered and sold in reliance upon the exemption from registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated
thereunder. Each Investor represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D. The
securities issued in the Offering, and the shares of Common Stock issuable upon conversion or exercise thereof, have not been registered
under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration
requirements.
The
terms of the Purchase Agreement, the Series B Preferred Stock, the Warrants and the Registration Rights Agreement entered into in connection
with the Offering (the “Registration Rights Agreement”) are described in the August 25 Report, and such descriptions are
incorporated herein by reference. Such descriptions do not purport to be complete and are qualified in their entirety by reference to
the full text of the applicable documents, copies of which were filed as exhibits to the August 25 Report and are incorporated herein
by reference.
Item
7.01 Regulation FD Disclosure.
Preliminary
Pro Forma Financial Information
As
previously disclosed, on April 7, 2026, the Company received a notice (the “Notice”) from the Listing Qualifications Department
(the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with
Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”), which requires companies listed on The Nasdaq
Capital Market to maintain stockholders’ equity of at least $2,500,000. The Notice was based on the Company’s Annual Report
on Form 10-K for the year ended December 31, 2025, which reported stockholders’ equity of $2,091,324. The Company subsequently
submitted a plan to regain compliance with the Stockholders’ Equity Requirement. On July 15, 2026, the Company received a Staff
Delisting Determination (the “Delisting Determination”) denying the Company’s request for continued listing on The
Nasdaq Capital Market.
The
Company is providing the preliminary, unaudited pro forma condensed consolidated balance sheet as of August 31, 2026 and the accompanying
notes furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Preliminary Pro Forma Information”). The Preliminary
Pro Forma Information gives effect to the private placement closings as if they had occurred on August 31, 2026. It reflects preliminary
pro forma stockholders’ equity of $8,220,419, exceeding the Stockholders’ Equity Requirement.
Nasdaq
will continue to monitor the Company’s ongoing compliance with the Stockholders’ Equity Requirement and, if at the time of
its next periodic report the Company does not evidence compliance, the Company may be subject to delisting. The Company’s next
periodic report will be its Quarterly Report on Form 10-Q for the quarter ending September 30, 2026. The Company intends to submit this
Current Report on Form 8-K to the Panel in support of a determination that the Company has regained compliance with the Stockholders’
Equity Requirement. This report and the Preliminary Pro Forma Information are being provided in connection with the Company’s request
for a favorable Panel determination. They do not constitute Nasdaq confirmation that the deficiency has been resolved or that the delisting
proceedings have been terminated.
Based
on the completed transactions and management’s assessment of the Company’s financial condition, the Company believes that
it has regained compliance with the Equity Requirement. The Company has requested that the Nasdaq Hearings Panel (the “Panel”)
resolve the previously disclosed stockholders’ equity deficiency and confirm the Company’s compliance. There can be no assurance
that the Panel or Nasdaq will determine that the Company has regained compliance, that any such determination will not be subject to
conditions or a monitoring period, or that the Company will be able to maintain compliance with the Stockholders’ Equity Requirement
or Nasdaq’s other continued listing requirements.
The
Preliminary Pro Forma Information was prepared by the Company’s financial personnel and is the responsibility of management. It
is preliminary, unaudited and based on information available as of September 11, 2026. The presentation does not include all financial
statements and disclosures required by generally accepted accounting principles in the United States (“U.S. GAAP”) and should
not be viewed as a substitute for the Company’s financial statements prepared in accordance with U.S. GAAP. It should be read together
with the Company’s previously filed financial statements and related notes.
The
information remains subject to the completion of financial statement preparation, account reconciliations, closing procedures and the
finalization of estimates and accounting analyses, as well as adjustments arising from the independent registered public accounting firm’s
review of the Company’s quarterly financial statements and audit of its annual financial statements. Potential adjustments include
the classification and valuation of preferred stock, warrants and embedded features; the accounting for the Series A amendment; the allocation
of financing proceeds and offering costs; preferred dividends; accrued liabilities; compensation expense; and other financial statement
items. Final reported amounts may differ materially from the preliminary amounts presented, and any difference could affect the Company’s
assessment of compliance with the Equity Requirement.
The
Preliminary Pro Forma Information reflects only the specified transactions and assumptions described in Exhibit 99.1. It is not a representation
of the Company’s actual financial position on September 11, 2026, a projection of results for the quarter ending September 30,
2026 or the year ending December 31, 2026, or an assurance of continued listing. Further operating losses, dividends, expenses or other
charges may reduce stockholders’ equity. Investors are cautioned against placing undue reliance on this preliminary information.
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section
18 of the Exchange Act or otherwise subject to the liabilities of that section. It shall not be incorporated by reference into any filing
under the Securities Act or the Exchange Act, except to the extent expressly incorporated by specific reference in that filing. This
report does not constitute an offer to sell or a solicitation of an offer to buy any securities. The private placement securities have
not been registered under the Securities Act and may be offered or sold only pursuant to registration or an applicable exemption.
Forward
Looking statements
This
Current Report on Form 8-K contains forward-looking statements. To the extent applicable, the Company intends these statements to be
covered by the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include expectations
regarding final financial reporting and accounting treatment; the timing and outcome of Nasdaq’s and the Panel’s review;
the Company’s ability to regain and maintain compliance with Nasdaq’s continued listing requirements; and future stockholders’
equity, financial condition and capital needs. Words such as “believes,” “expects,” “estimates,”
“anticipates,” “intends” and “may” and similar expressions may identify such statements.
These
statements are based on current expectations and assumptions and involve risks and uncertainties that may cause actual outcomes to differ
materially. Those risks include adjustments identified during closing, review and audit procedures; changes to the classification, valuation
or accounting treatment of the preferred stock, warrants or related contractual provisions; differences between estimated and actual
offering costs; additional operating losses, preferred dividends and other charges; Nasdaq’s exercise of discretion in evaluating
both current equity and the ability to sustain compliance; additional conditions or information required by Nasdaq; an adverse Panel
determination; the Company’s ability to satisfy other listing standards, obtain required stockholder approvals and comply with
its financing and registration rights obligations; and the availability of additional capital if needed. Additional risks are described
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and its subsequent reports and other filings
with the Securities and Exchange Commission.
Forward-looking
statements are not guarantees of future performance or of a favorable Nasdaq determination and speak only as of the date made. Except
as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement as a result
of new information, future events or otherwise.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of August 31, 2026 and Accompanying Notes (furnished herewith). |
| 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:
September 11, 2026 |
Caring
Brands, Inc. |
| |
|
|
| |
By: |
/s/
Glynn Wilson |
| |
Name:
|
Dr.
Glynn Wilson |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
CARING
BRANDS, INC. AND SUBSIDIARIES
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As
of August 31, 2026
Purpose.
This unaudited pro forma condensed consolidated balance sheet is presented to evidence the Company’s stockholders’ equity
following significant transactions completed after August 31, 2026. The presentation uses August 31, 2026 as the historical balance-sheet
date and separately reflects the post-period transactions that resulted in pro forma compliance with Nasdaq Capital Market Listing Rule
5550(b)(1).
Nasdaq
standard. Nasdaq Listing Rule 5550(b)(1) requires a Nasdaq Capital Market issuer relying on the Equity Standard to maintain stockholders’
equity of at least $2.5 million. The pro forma stockholders’ equity shown below is approximately $8.2 million.
| ($) | |
August
31, 2026
Historical | | |
Post-August
31
Adjustments | | |
Pro
Forma | |
| ASSETS | |
| | |
| | |
| |
| Cash
and cash equivalents | |
| 1,527,362 | | |
| 6,999,900(Note
2) | | |
| 8,527,262 | |
| Inventory,
net | |
| 12,807 | | |
| — | | |
| 12,807 | |
| Prepaid
expenses and other current assets | |
| 121,432 | | |
| — | | |
| 121,432 | |
| Total
current assets | |
| 1,661,601 | | |
| 6,999,900 | | |
| 8,661,501 | |
| Total
assets | |
| 1,661,601 | | |
| 6,999,900 | | |
| 8,661,501 | |
| LIABILITIES | |
| | | |
| | | |
| | |
| Accounts
payable | |
| 293,805 | | |
| — | | |
| 293,805 | |
| Accrued
expenses and other current liabilities | |
| 147,277 | | |
| — | | |
| 147,277 | |
| Total
liabilities | |
| 441,082 | | |
| — | | |
| 441,082 | |
| MEZZANINE
EQUITY | |
| | | |
| | | |
| | |
| Series
A Convertible Redeemable Preferred Stock | |
| 3,852,686 | | |
| (3,852,686)(Note
3) | | |
| — | |
| Total
mezzanine equity | |
| 3,852,686 | | |
| (3,852,686 | ) | |
| — | |
| STOCKHOLDERS’
EQUITY (DEFICIT) | |
| | | |
| | | |
| | |
| Common
stock | |
| 10,369 | | |
| — | | |
| 10,369 | |
| Additional
paid-in capital (derived; see Note 3) | |
| 7,200,965 | | |
| 10,852,582 | | |
| 18,053,547 | |
| Common
stock payable | |
| 258,780 | | |
| — | | |
| 258,780 | |
| Subscription
receivable | |
| (800 | ) | |
| — | | |
| (800 | ) |
| Series
A Convertible Preferred Stock | |
| — | | |
| 4 | | |
| 4 | |
| Accumulated
deficit | |
| (10,101,481 | ) | |
| — | | |
| (10,101,481 | ) |
| Total
stockholders’ equity (deficit) | |
| (2,632,167 | ) | |
| 10,852,586 | | |
| 8,220,419 | |
| Total
liabilities, mezzanine equity and stockholders’ equity (deficit) | |
| 1,661,601 | | |
| 6,999,900 | | |
| 8,661,501 | |
Unaudited
- Prepared for Nasdaq compliance submission
CARING
BRANDS, INC. AND SUBSIDIARIES
Notes
to Unaudited Pro Forma Condensed Consolidated Financial Information
Note
1 - Basis of presentation. The historical column reflects the Company’s consolidated financial position as of August 31, 2026,
based on management’s month-end closing information and adjusting entries. The pro forma adjustment column reflects only the significant
post-August 31 transactions described below. The information is unaudited and has been prepared for the limited purpose of demonstrating
the effect of those transactions on stockholders’ equity.
Note
2 - PIPE financing. Subsequent to August 31, 2026, the Company completed a preferred-stock private investment in public equity (PIPE)
with gross proceeds of $7,149,900. For purposes of this presentation, estimated offering costs of $150,000 are recorded as a reduction
of additional paid-in capital, resulting in net cash proceeds and an increase in stockholders’ equity of $6,999,900. The final
preferred-stock par value and share count should be conformed to the executed closing documents before submission.
Note
3 - Series A preferred stock reclassification. Subsequent to August 31, 2026, the redemption feature applicable to the outstanding
Series A Convertible Redeemable Preferred Stock was eliminated through the holder’s waiver of redemption rights and the related
amendment to the Certificate of Designation. Accordingly, the $3,852,686 carrying value is presented as a reclassification from mezzanine
equity to permanent stockholders’ equity, with no gain or loss recognized. The pro forma adjustment credits $4 to Series A preferred-stock
par value and $3,852,682 to additional paid-in capital.
Note
4 - August 31 historical balances. Cash and cash equivalents were $1,527,362; inventory was $12,807; prepaid expenses and other current
assets were $121,433; accounts payable were $293,805; and accrued expenses and other current liabilities were $147,277. The prepaid balance
reflects a $44,981 increase from the $76,451 base. The accrued-liability balance includes a $56,436 July-August accrual for the 8% dividend
on Series A Preferred Stock, calculated on the $4,232,686 June 30 redemption-value base for two months. The July-August operating loss
is $256,861. The preferred dividend is reflected as a reduction of equity in arriving at the August 31 accumulated deficit of $10,101,481.
Note
5 - Pro forma stockholders’ equity. Historical stockholders’ deficit at August 31, 2026 is approximately $2,632,168 after
reflecting the updated July-August operating loss of $256,861 and the July-August Series A preferred dividend accrual of $56,436. After
giving effect to the $3,852,686 Series A reclassification and $6,999,900 of net PIPE proceeds, pro forma stockholders’ equity is
approximately $8,220,419.
Note
6 - Reconciliation to September 1, 2026 Form 8-K estimate. The Company’s September 1, 2026 Form 8-K stated a preliminary, unaudited
stockholders’ equity estimate of approximately $5,850,000 following the Initial Closing and the Series A amendment. The detailed
pro forma presented herein produces stockholders’ equity of $8,370,419 before the $150,000 estimated PIPE offering-cost adjustment,
a difference of approximately $2,520,419 from the preliminary estimate. After reflecting the $150,000 estimated offering costs as a reduction
of additional paid-in capital, detailed pro forma stockholders’ equity is $8,220,419.
Nasdaq
Equity Standard - Compliance Summary
| Nasdaq
Capital Market Equity Standard | |
$ | 2,500,000 | |
| Pro forma
stockholders’ equity | |
$ | 8,220,419 | |
| Pro forma
cushion above minimum | |
$ | 5,720,419 | |
| Historical balance-sheet
date | |
| August
31, 2026 | |
Source
note. Nasdaq Listing Rule 5550(b)(1), as published by the Nasdaq Listing Center, provides for stockholders’ equity of at least
$2.5 million under the Equity Standard. This document should be read together with the Company’s supporting bank statements, August
31 closing records, PIPE closing documents, preferred-stock waiver/amendment, and other transaction support.
Unaudited
- Prepared for Nasdaq compliance submission
