Caring Brands (NASDAQ: CABR) closes $400K PIPE financing

Q: What PIPE financing did Caring Brands (CABR) complete on July 10, 2026?

Caring Brands completed a PIPE on July 10, 2026, issuing 443.2133 Series A Convertible Preferred shares and 1,052,632 warrants for aggregate gross proceeds of $400,000 . The deal was sold to a single accredited investor under a Securities Purchase Agreement.

Q: What are the key terms of Caring Brands (CABR) Series A Convertible Preferred Stock?

Each Series A Preferred share has a $1,000 stated value , was sold at $950 (5% original issue discount), converts into common stock at $0.40 per share, and carries an 8% dividend payable in cash or common shares at the holder’s option.

Q: How many warrants did Caring Brands (CABR) issue and at what price?

Caring Brands issued 1,052,632 Common Warrants , each exercisable for one share of common stock at an exercise price of $0.40 per share. The warrants are exercisable immediately and expire five years from their July 10, 2026 issuance date.

Q: How will Caring Brands (CABR) use the $400,000 PIPE proceeds?

From the $400,000 gross proceeds, Caring Brands plans to use $150,000 to retire 150,000 common shares from BK Investments LLC under a Share Redemption Agreement, with the balance allocated to general corporate and working capital purposes.

Q: What ownership limits apply to Caring Brands (CABR) PIPE warrants and preferred conversions?

The investor generally cannot exceed 4.99% beneficial ownership of common stock through warrant exercises. In addition, total issuances from warrant exercises and preferred conversions cannot exceed 19.99% of outstanding common shares without prior shareholder approval.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Caring Brands, Inc. entered into a private investment in public equity on July 10, 2026, selling 443.2133 shares of Series A Convertible Preferred Stock with a stated value of $1,000 per share at $950 per share and issuing 1,052,632 common stock warrants at a $0.40 exercise price.

The transaction generated $400,000 in gross proceeds; $150,000 will be used to retire 150,000 common shares from BK Investments LLC, with the remainder for general corporate and working capital purposes. An amendment increased authorized Series A Preferred shares to 4,500 and set an 8% dividend, while warrant exercises and conversions are limited by a 4.99% beneficial ownership cap and a 19.99% issuance cap without shareholder approval.

Filing Explained

The July 10 financing is closed, with preferred dividends and potential warrant/conversion shares creating added obligations and possible dilution.

The July 16, 2026 Form 8-K reports that the July 10, 2026 PIPE closed and that the Series A preferred shares and warrants were issued and sold; conversion or exercise could add common shares and reduce existing holders’ percentage ownership, subject to the stated limits.

The securities were sold without Securities Act registration, while Caring Brands committed to file registration statements covering resale shares, so the filing records completed issuance and a future resale-registration commitment rather than a registered resale.

The amended preferred-stock terms give holders an 8% dividend payable in cash or common shares at the holder’s option, plus dividends matching those paid on common stock on an as-converted basis when common dividends are paid.

The warrants are immediately exercisable and expire five years after issuance; the filing also states that neither the preferred stock nor warrants has an exchange listing or trading market.

8-K Event Classification

4 items: 1.01, 3.02, 3.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

PIPE gross proceeds: $400,000 Series A Preferred shares issued: 443.2133 shares Series A purchase price per share: $950 +5 more

8 metrics

PIPE gross proceeds $400,000 Aggregate purchase price in the July 10, 2026 PIPE Offering

Series A Preferred shares issued 443.2133 shares Series A Convertible Preferred Stock sold to one accredited investor

Series A purchase price per share $950 Per-share purchase price with a stated value of $1,000 and 5% OID

Conversion and warrant exercise price $0.40 per share Conversion price of Series A Preferred and exercise price of Common Warrants

Common Warrants issued 1,052,632 warrants Warrants exercisable immediately, expiring five years after July 10, 2026

Common shares redeemed 150,000 shares for $150,000 Common stock repurchased from BK Investments LLC under Share Redemption Agreement

Dividend rate on Series A Preferred 8% annually Dividend payable in cash or common stock at holder’s option, plus common-equivalent dividends

Ownership and issuance caps 4.99% and 19.99% 4.99% beneficial ownership limit and 19.99% issuance cap without shareholder approval

Key Terms

private investment in public equity, original issue discount, beneficial ownership limitations, Black Scholes Value, +2 more

6 terms

private investment in public equity financial

"entered into a Securities Purchase Agreement for a private investment in public equity"

Private investment in public equity occurs when investors buy shares directly from a company that is publicly traded, often at an early stage or at a discount, instead of purchasing them on the open market. This allows investors to acquire a stake more quickly and with potentially better terms, which can influence the company's future growth and stability—making it an important option for those seeking to support or benefit from a company's development.

original issue discount financial

"purchase price of $950 per share after factoring in an original issue discount of 5%"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

beneficial ownership limitations financial

"The exercise of the Common Warrants and the conversion of the Series A Preferred Stock are both subject to beneficial ownership limitations"

Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.

Black Scholes Value financial

"the holder of the Common Warrants will have the right to receive the Black Scholes Value of its Common Warrants"

The Black–Scholes value is the theoretical fair price of a stock option calculated by the Black–Scholes mathematical model; it combines the current stock price, the option’s strike price, time until expiration, expected price swings (volatility), and interest rates to produce a single number. Investors use it like a reference sticker price: to spot mispriced options, guide trading and hedging decisions, and estimate potential risk and reward without relying on emotion or guesswork.

Registration Rights Agreement regulatory

"pursuant to a Registration Rights Agreement entered into between the Company and the Purchaser"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"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"

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Understanding 8-K Material Events →

Available on EDGAR 07/16/2026 - 05:13 PM Accepted by SEC EDGAR 07/16/2026 - 05:12 PM

FAQ

What PIPE financing did Caring Brands (CABR) complete on July 10, 2026?

Caring Brands completed a PIPE on July 10, 2026, issuing 443.2133 Series A Convertible Preferred shares and 1,052,632 warrants for aggregate gross proceeds of $400,000. The deal was sold to a single accredited investor under a Securities Purchase Agreement.

What are the key terms of Caring Brands (CABR) Series A Convertible Preferred Stock?

Each Series A Preferred share has a $1,000 stated value, was sold at $950 (5% original issue discount), converts into common stock at $0.40 per share, and carries an 8% dividend payable in cash or common shares at the holder’s option.

How many warrants did Caring Brands (CABR) issue and at what price?

Caring Brands issued 1,052,632 Common Warrants, each exercisable for one share of common stock at an exercise price of $0.40 per share. The warrants are exercisable immediately and expire five years from their July 10, 2026 issuance date.

How will Caring Brands (CABR) use the $400,000 PIPE proceeds?

From the $400,000 gross proceeds, Caring Brands plans to use $150,000 to retire 150,000 common shares from BK Investments LLC under a Share Redemption Agreement, with the balance allocated to general corporate and working capital purposes.

What ownership limits apply to Caring Brands (CABR) PIPE warrants and preferred conversions?

The investor generally cannot exceed 4.99% beneficial ownership of common stock through warrant exercises. In addition, total issuances from warrant exercises and preferred conversions cannot exceed 19.99% of outstanding common shares without prior shareholder approval.

What change did Caring Brands (CABR) make to its Series A Preferred authorization and dividends?

Caring Brands amended its Series A Certificate of Designation to increase authorized Series A Preferred shares from 4,000 to 4,500. Holders are entitled to an annual 8% dividend plus any dividends paid on common stock on an as-converted basis.

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): July 10, 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 July 10, 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 443.2133 shares of its Series A Convertible Preferred Stock par value $0.001 per share, with a stated value $1,000.00 per share (the “Series A Preferred Stock”), equating to 443.213 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 1,052,632 warrants (the “Common Warrants”) to acquire up to 1,052,632 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 $400,000. 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 July 10, 2026, with aggregate gross proceeds totaling approximately $400,000. The Company intends to use $150,000 of the net proceeds from the PIPE Offering to retire an aggregate of 150,000 shares of the Company’s Common Stock owned by BK Investments LLC, an entity owned by Brian John, the Company’s Chairman and acting Chief Financial Officer, pursuant to a Stock Purchase Agreement, dated as of July 10, 2026 (the “Share Redemption Agreement”) and the remainder of the proceeds shall be used for general corporate and working capital purposes.

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 Common Warrants 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 Common Warrants) 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.

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, 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, 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 July 10 2026, the Company filed an Amendment to the 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”) to increase the amount of shares authorized to 4,500 shares from 4,000 for the purposes of affecting the consummation of the closing on July 10, 2026.

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 Amendment to 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		Amendment to Certificate of Designation of Series A Convertible Preferred Stock
4.1		Common Stock Purchase Warrant
10.1		Securities Purchase Agreement dated July 10, 2026 between the Company and the Investor.
10.2		Share Redemption Agreement dated July 10, 2026 between the Company and BK Investments LLC.
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: July 16, 2026	Caring Brands, Inc.

	By:	/s/ Glynn Wilson
	Name:	Dr. Glynn Wilson
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents