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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): October 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
3.03. Material Modification to Rights of Security Holders.
To
the extent required by this Item 3.03, the information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein
by reference.
PIPE
Warrant Amendments
In
connection with the Series B certificate of designation amendment described in Item 5.03, Caring Brands, Inc., a Nevada corporation (the
“Company”), amended the Common Stock Purchase Warrants A (the “Warrants A”) and Common Stock Purchase Warrants
B (the “Warrants B” and, together with the Warrants A, the “PIPE Warrants”) issued or issuable under the Company’s
existing Series B private placement (the “PIPE”). The amendments (the “Warrant Amendments”) establishes
an exercise-price floor of $0.266 per share of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
subject to the specified proportional adjustments (the “Warrant Floor Price”). The Warrant Amendment became operative with
an effective date of September 30, 2026. It applies to outstanding PIPE Warrants, existing rights to receive PIPE Warrants and PIPE
Warrants thereafter issued under the existing PIPE.
The
Warrant Amendments add Section 2(g) to each PIPE Warrant and prohibits any adjustment, reset, repricing, reduction or other modification
that would reduce its exercise price below the Warrant Floor Price. The floor is adjusted proportionately only for subdivisions, combinations,
including reverse stock splits, and reclassifications specified in the PIPE Warrants. The stated initial exercise prices of $0.825
per share for the Warrant A and $0.95 per share for the Warrant B are not reset by the Warrant Amendment.
The
floor applies to the exercise-price input in permitted cashless exercises, including automatic exercise at expiration, and to the specified
assumed-exercise, alternate-consideration and Black Scholes Value calculations. Successor and replacement instruments must preserve the
floor on an economically equivalent basis. Market-price changes, dilutive issuances, voluntary price reductions and stockholder approval
do not remove or reduce the floor. The floor cannot be waived. An amendment reducing or eliminating its protections requires the otherwise
applicable approvals, the Company’s and the applicable holder’s written consent and, while the Common Stock is listed on
The Nasdaq Stock Market LLC (“Nasdaq”), Nasdaq’s prior written approval.
The
Warrant Amendments may reduce the shares issuable upon exercise compared with the unamended terms. Excess shares calculated using
a price below the floor are not due, and their non-delivery does not give rise to the specified delivery remedies. Timely delivery obligations
remain for compliant exercises. Except as expressly amended, the terms of the PIPE Warrants remain unchanged.
The
foregoing description of the Warrant Amendment is qualified in its entirety by reference to the Warrant Amendment filed as Exhibit 4.1
to this Current Report on Form 8-K and incorporated herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Series
A Preferred Stock
On
October 16, 2026, the Company filed a Certificate of Amendment (the “Series A Amendment”) to its Amended and Restated Certificate
of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”) with the Nevada Secretary
of State. The Series A Amendment became effective on September 22, 2026.
The
Series A Amendment establishes a minimum conversion price of $0.16 per share of Common Stock for the Company’s Series A Convertible
Preferred Stock (the “Series A Floor Price”). It overrides any adjustment, reset, reduction or other modification, including
one arising from an issuance or deemed issuance of Common Stock or common stock equivalents, that would otherwise reduce the conversion
price below the Series A Floor Price. In that event, the Series A Floor Price applies instead.
The
Series A Floor Price is subject to equitable adjustment for stock splits, reverse stock splits, stock dividends, combinations, recapitalizations,
reclassifications and similar transactions affecting the Common Stock after the effective date, so that its economic effect is preserved.
Except as expressly amended, the Series A Certificate of Designation remains in full force and effect. The foregoing description is qualified
in its entirety by reference to the Series A Amendment filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Series
B Preferred Stock
On
October 21, 2026, the Company filed a Certificate of Amendment (the “Series B Amendment”) to the Certificate of Designation
of its Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), with the Nevada
Secretary of State, and it became effective on September 30, 2026. The Series B Amendment adds Section 5(l) to the Certificate of Designation
of Series B Preferred Stock filed on August 21, 2026 (the “Series B Certificate of Designation”).
The
new provision establishes a floor price of $0.266 per share of Common Stock (the “Series B Floor Price”) for the conversion
price and any other price used to determine shares of Common Stock issuable upon conversion or payment or conversion of dividends, including
any applicable Adjusted Price or Base Share Price. It applies to the anti-dilution adjustments under Section 5(f), including those based
on a new issuance price or the lowest VWAP during the applicable five-Trading-Day period, and the specified as-converted calculations
under Sections 3(b) and 5(e). Any calculation yielding a lower price instead uses the Series B Floor Price.
The
Series B Floor Price equals 20% of $1.33, the Nasdaq Minimum Price on August 20, 2026 which was the date of the issuance. The
Series B Amendment and the Warrant Amendment are intended to address requirements communicated by Nasdaq in connection with its review
of the PIPE and related accounting considerations. They do not themselves assure any particular accounting classification or Nasdaq determination.
The
Series B Floor Price is adjusted proportionately only for the subdivisions, combinations, including reverse stock splits, and reclassifications
specified in Section 5(d). Market-price changes and subsequent securities issuances do not reduce the floor, and rounding may not cause
a price to fall below it. The floor cannot be waived, binds subsequent holders and may be reduced or eliminated only with the required
approvals and, while the Common Stock is listed on Nasdaq, Nasdaq’s prior written approval. Except as expressly amended, the Series
B Certificate of Designation remains unchanged. The foregoing description is qualified in its entirety by reference to the Series B Amendment
filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
Certificate of Amendment to the Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock of Caring Brands, Inc., filed with the Nevada Secretary of State on October 16, 2026. |
| 3.2 |
|
Certificate of Amendment to the Certificate of Designation of Series B Convertible Preferred Stock of Caring Brands, Inc., filed with the Nevada Secretary of State on October 21, 2026. |
| 4.1 |
|
Form of Amendment to Common Stock Purchase Warrants A and Common Stock Purchase Warrants B. |
| 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:
October 22, 2026 |
Caring
Brands, Inc. |
| |
|
|
| |
By: |
/s/
Glynn Wilson |
| |
Name:
|
Dr.
Glynn Wilson |
| |
Title: |
Chief
Executive Officer |
