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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): April 7, 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
3.01 | Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
April 7, 2026, Caring Brands, Inc. (the “Company”) received a Staff Delisting Determination letter (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it
is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2.5 million in stockholders’
equity for continued listing on The Nasdaq Capital Market (the “Stockholders’ Equity Rule”), nor is it in compliance
with either of the alternative listing standards, market value of listed securities of at least $35 million or net income of $500,000
from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years. The
Company’s failure to comply with the Stockholders’ Equity Rule was based on the Company’s filing of its Annual Report
on Form 10-K for the year ended December 31, 2025, reporting a stockholders’ equity of $2,091,324.
In
accordance with Nasdaq Listing Rules, the Company has been provided with an initial period of 45 calendar days, or until May 22, 2026,
to submit a plan to regain compliance with the Stockholders’ Equity Rule. Subsequent to the receipt of the Notice, and prior to
that deadline, the Company intends to submit a plan to regain compliance with the Stockholders’ Equity Rule to Nasdaq. If the Company’s
compliance plan is accepted by Nasdaq, then Nasdaq may, in its discretion, grant the Company up to 180 calendar days from the date of
the Notice, or until October 4, 2026, to evidence compliance.
Neither
the Notice nor the Company’s non-compliance have an immediate effect on the listing or trading of the Company’s common stock,
which will continue to trade under the symbol “CABR.” The Company intends to take all reasonable measures available to regain
compliance under the Stockholders’ Equity Rule and remain listed on Nasdaq. However, there can be no assurance that the Company’s
plan will be accepted or that if it is, the Company will be able to regain compliance. If the Company’s plan to regain compliance
is not accepted, or if it is and the Company does not regain compliance within 180 days from the date of the Notice, or if the Company
fails to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company’s common stock
will become subject to delisting.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements relate to future events or the future financial performance of the Company and involve known and unknown risks,
uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from any future
results, performance, or achievements expressed or implied by the forward-looking statements. In some cases, forward-looking statements
can be identified by terms such as “may,” “will,” “should,” “expects,” “plans,”
“anticipates,” “intends,” “believes,” “estimates,” “projects,” “potential,”
“continues,” or the negative of these terms or other comparable terminology. These forward-looking statements include, but
are not limited to, statements regarding the Company’s intent to submit a plan to regain compliance with the Stockholders’
Equity Rule within 45 calendar days and the Company’s ability to regain compliance with the Stockholders’ Equity Rule by
the deadline imposed by Nasdaq.
These
forward-looking statements reflect the Company’s current expectations and projections based on information available as of the
date of this Current Report on Form 8-K and are subject to a number of risks and uncertainties, including, but not limited to, general
economic, financial, and business conditions; changes in consumer demand and industry trends; the Company’s ability to successfully
implement its strategic initiatives; competition in the relevant market; supply chain disruptions; regulatory compliance and legal proceedings;
and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including its
most recent Annual Report on Form 10-K. The Company cautions investors that forward-looking statements are not guarantees of future performance
and actual results may differ materially from those projected. The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law.
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:
April 10, 2026 |
Caring
Brands, Inc. |
| |
|
|
| |
By: |
/s/
Glynn Wilson |
| |
Name:
|
Dr.
Glynn Wilson |
| |
Title: |
Chief
Executive Officer |
