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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 16, 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
September 18, 2026, Caring Brands, Inc., a Nevada corporation (the “Company”), entered into a First Amendment to Consulting
Services Agreement (the “Amendment”) with Myall Luna Ventures Inc. (“Myall Luna”), effective as of September
18, 2026. The Amendment amends the Consulting Services Agreement between the Company and Myall Luna effective as of September 2, 2026
(the “Consulting Agreement”). Brian R. Meadows is the President of Myall Luna. Mr. Meadows was appointed as a director of
the Company effective September 4, 2026, and was appointed as the Company’s Chief Financial Officer and principal financial officer
effective September 18, 2026, as described in Item 5.02 below.
The
Amendment expands the services provided under the Consulting Agreement to provide that Mr. Meadows, through Myall Luna, will serve as
the Company’s Chief Financial Officer and perform the duties and responsibilities customarily associated with the chief financial
officer of a publicly traded company. Effective as of September 18, 2026, the Amendment increases the monthly consulting fee payable
to Myall Luna from $10,000 to $15,000. The $15,000 monthly consulting fee replaces the $10,000 monthly consulting fee under the Consulting
Agreement. All other payment terms remain unchanged. Except as expressly amended by the Amendment, the Consulting Agreement remains unchanged
and in full force and effect.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Departure
of Interim Chief Financial Officer, Principal Accounting Officer and Chairman
On
September 16, 2026, Brian John ceased serving as the Company’s Interim Chief Financial Officer and principal accounting officer.
On September 16, 2026, Mr. John resigned as a director of the Company and as Chairman of the Company’s Board of Directors (the
“Board”). Mr. John’s departures were not the result of any disagreement with the Company on any matter relating to
the Company’s operations, policies or practices. All stock options held by Mr. John that were vested as of September 16, 2026,
will remain exercisable until their respective original expiration date.
Appointment
of Chairman
On
September 18, 2026, the Board appointed Dr. Glynn Wilson, the Company’s Chief Executive Officer and a director, as Chairman of
the Board, effective September 18, 2026. Dr. Wilson will serve as Chairman until his successor is duly appointed or until his earlier
resignation or removal.
Appointment
of Chief Financial Officer
On
September 18, 2026, following the recommendation of the Compensation Committee, the Board appointed Brian R. Meadows as the Company’s
full-time Chief Financial Officer and principal financial officer, effective September 18, 2026. Mr. Meadows will serve subject to the
terms of the Consulting Agreement, as amended by the Amendment described in Item 1.01 above.
Mr.
Meadows, age 62, was appointed as a director of the Company effective September 4, 2026, as previously reported in the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2026 (the “Prior Form 8-K”).
The biographical information concerning Mr. Meadows set forth under the heading “Appointment of Director” in Item 5.02 of
the Prior Form 8-K is incorporated herein by reference. Mr. Meadows will continue to serve as a director; however, in connection with
his appointment as Chief Financial Officer, the Board determined that he no longer qualifies as an independent director.
The
information regarding the Consulting Agreement and the Amendment set forth in Item 1.01 above is incorporated by reference into this
Item 5.02. In connection with Mr. Meadows’s appointment, the Compensation Committee approved the $15,000 monthly consulting fee
payable to Myall Luna under the Amendment.
Except
as disclosed in this Current Report and the Prior Form 8-K, there are no arrangements or understandings between Mr. Meadows and any other
person pursuant to which he was selected as Chief Financial Officer, there are no family relationships between Mr. Meadows and any director
or executive officer of the Company, and there are no transactions involving Mr. Meadows that are required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
First Amendment to Consulting Services Agreement, dated as of September 18, 2026, by and between Caring Brands, Inc. and Myall Luna Ventures Inc. |
| 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 22, 2026 |
Caring
Brands, Inc. |
| |
|
|
| |
By: |
/s/
Glynn Wilson |
| |
Name:
|
Dr.
Glynn Wilson |
| |
Title: |
Chief
Executive Officer |