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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 3, 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 3, 2026, Caring Brands, Inc., a Nevada corporation (the “Company”), entered into a Consulting Services Agreement
with Myall Luna Ventures Inc. (“Myall Luna”), effective as of September 2, 2026 (the “Consulting Agreement”).
Mr. Brian R. Meadows is the President of Myall Luna.
Under
the Consulting Agreement, Myall Luna will provide financial and accounting management services to support the Company’s cash flow
management, financial reporting and other public company services reasonably requested by the Company’s Chief Financial Officer.
Myall Luna will coordinate its work with the Chief Financial Officer, and the Company retains responsibility for management decisions,
approvals, internal controls and its financial statements and public disclosures.
The
Consulting Agreement has a term from September 2, 2026 through September 1, 2027 and does not renew automatically. The Company will pay
Myall Luna a monthly fee of $10,000, payable in advance, and reimburse reasonable out-of-pocket expenses approved in writing in advance
by the Chief Financial Officer. Either party may terminate the Consulting Agreement for any reason upon at least 30 days’ written
notice. Upon termination, fees are earned on a daily pro rata basis through the termination date, and Myall Luna must refund any unearned
prepaid amounts.
The
foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement,
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.
Appointment
of Director
On
August 28, 2026, the Nominating And Corporate Governance Committee of the Company’s Board of Directors (the “Board”)
unanimously approved the proposed appointment of Brian R. Meadows as a director of the Company, and recommended that the Board approve
the appointment.
On
September 3, 2026, the Board approved Mr. Meadows’ appointment. His appointment became effective on September 4, 2026. The Board
has determined that Mr. Meadows is an independent director under Nasdaq Listing Rule 5605(a)(2), after considering the Consulting Agreement
and his relationship with Myall Luna.
Mr.
Meadows has served as Chief Financial Officer of Jones Soda Co. since 2025. He previously served as Chief Financial Officer of Trubar
Inc. from December 2020 to December 2024 and of Atmofizer Technologies Inc. from November 2021 to August 2026. Earlier in his career,
he held senior financial, operational and strategic roles at GLG Life Tech Corporation and TELUS. Mr. Meadows holds a Master of Business
Administration from the University of Glasgow and a Bachelor of Business Administration from Wilfrid Laurier University, and holds CPA
(CMA) and CFA designations.
Director
Compensation and Other Arrangements
The
Company and Mr. Meadows entered into an Independent Director’s Agreement, dated as of September 4, 2026, in relation to his appointment
as a director of the Company (the “Director Agreement”). The Director Agreement provides for an annual grant of options to
purchase 25,000 shares of the Company’s common stock under the Company’s Equity Incentive Plan (“Plan”). The
options will have an exercise price equal to the market price of the Company’s common stock at issuance and will expire five years
after issuance, subject to the applicable stock option agreement and Plan.
The
Director Agreement also other customary terms, including confidentiality, non-compete, reimbursement of expenses, indemnification, and
insurance coverage. It commences upon Mr. Meadows’ appointment and continues until his removal or resignation.
The
information regarding the Consulting Agreement set forth in Item 1.01 above is incorporated by reference into this Item 5.02.
Other
than the agreements described above, there are no arrangements or understandings between Mr. Meadows and any other person pursuant to
which he was selected as a director. There are no family relationships between Mr. Meadows and any director or executive officer of the
Company. Except for the Consulting Agreement described above, there are no transactions involving Mr. Meadows that are required to be
disclosed under Item 404 of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
Consulting Services Agreement, 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 10, 2026 |
Caring
Brands, Inc. |
| |
|
|
| |
By: |
/s/
Glynn Wilson |
| |
Name:
|
Dr.
Glynn Wilson |
| |
Title: |
Chief
Executive Officer |
