CABR 10-Q
Caring Brands, Inc. (CABR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the Quarterly Period Ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from ______ to ______
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)(Zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes
The number of shares of the registrant’s common stock, par value $ per share, outstanding as of August 13, 2026 was shares.
Caring Brands, Inc.
Form 10-Q
For the Quarter ended June 30, 2026
Table of Contents
| ii |
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the federal securities laws concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s beliefs and assumptions and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, our actual results and the timing of selected events may differ materially. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk factors” in Part II, Item 1A of this Quarterly Report and elsewhere in this Quarterly Report. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
| iii |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Form 10-Q
For the Quarter ended June 30, 2026
Table of Contents
| iv |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Caring Brands Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
| June 30, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Inventory, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| NON CURRENT LIABILITIES | ||||||||
| Long-term debt, net | ||||||||
| TOTAL NON CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 8) | ||||||||
| MEZZANINE EQUITY | ||||||||
| Series A Convertible Redeemable preferred stock, $ par value, shares and shares authorized as of June 30, 2026 and December 31, 2025, respectively, shares and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | ||||||||
| TOTAL MEZZANINE EQUITY | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Preferred stock, par value of $ per share; shares authorized, shares issued and outstanding as of June 30, 2026 and December 31, 2025 | $ | $ | ||||||
| Common stock, par value of $ per share; shares authorized as of June 30, 2026 and December 31, 2025; , and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively * | ||||||||
| Additional paid-in capital | ||||||||
| Common stock payable | ||||||||
| Subscription receivable | ( | ) | ( | ) | ||||
| Receivable from related party for stock repurchase | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | ( | ) | ||||||
| TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 1 |
Caring Brands Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
| For
the Three Months Ended June 30, 2026 | For
the Three Months Ended June 30, 2025 | For
the Six Months Ended June 30, 2026 | For
the Six Months Ended June 30, 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Payroll expense | ||||||||||||||||
| Professional service fees | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (loss) | ( | ) | ||||||||||||||
| Interest income (expense), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Accretion to redeemable preferred equity | $ | $ | $ | $ | ||||||||||||
| Dividends on Series A preferred stock | ||||||||||||||||
| Net Loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share attributable to common stockholders - basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share attributable to common stockholders - diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares outstanding - basic | ||||||||||||||||
| Weighted average shares outstanding - diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 2 |
Caring Brands Inc. and Subsidiaries
Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficit)
(Unaudited)
| Receivable from related | Total | |||||||||||||||||||||||||||||||||||||||
| Additional | Common | party for |
Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Mezzanine Equity | Common Stock | Paid-in | stock | Subscription | stock | Accumulated | Equity | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | payable | Receivable | repurchase | deficit | (Deficit) | |||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | ( | ) | | |||||||||||||||||||||||||||||||||||||
| Restricted stock-based compensation | - | |||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Issuance of shares | - | |||||||||||||||||||||||||||||||||||||||
| Shares sold on subscription | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Common stock to be issued | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Share issued for debt conversion | - | |||||||||||||||||||||||||||||||||||||||
| Share issued for common stock payable | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Common stock payable for services and settlements | - | - | ||||||||||||||||||||||||||||||||||||||
| Repurchase and cancellation of common stock from related parties | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Stock-based compensation loss on stock repurchased from related parties | - | - | ||||||||||||||||||||||||||||||||||||||
| Restricted stock-based compensation, net | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock option compensation | - | - | ||||||||||||||||||||||||||||||||||||||
| Warrants issued for Series A Convertible Redeemable preferred stock | - | - | ||||||||||||||||||||||||||||||||||||||
| Dividends on Series A preferred stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Proceeds allocated to Series A Preferred Stock | - | |||||||||||||||||||||||||||||||||||||||
| Accretion to redemption value | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Shares issued for settlement of dispute, net | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Restricted stock-based compensation, net | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock option compensation | - | - | ||||||||||||||||||||||||||||||||||||||
| Dividends on Series A preferred stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Warrants issued for Series A Convertible Redeemable preferred stock | - | - | ||||||||||||||||||||||||||||||||||||||
| Advance for repurchase of common stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Proceeds allocated to Series A Preferred Stock | - | |||||||||||||||||||||||||||||||||||||||
| Accretion to redemption value | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
Caring Brands Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| For the Six Months Ended June 30, 2026 | For the Six Months Ended June 30, 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of debt discounts | ||||||||
| Stock-based compensation | ||||||||
| Stock-based compensation loss on stock repurchased from related parties | ||||||||
| Shares issued for services | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventory, net | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable | ||||||||
| Accrued expenses and other current liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Related party loan payable | ||||||||
| Proceeds from shares | ||||||||
| Proceeds from PIPE financing, net | ||||||||
| Advance for repurchase of common stock | ( | ) | ||||||
| Repurchase of common stock | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Common stock sold on subscription | $ | $ | ||||||
| Share issued for common stock payable | $ | $ | ||||||
| Share issued for debt conversion | $ | $ | ||||||
| Accretion of Series A preferred stock to redemption value | $ | $ | ||||||
| Dividends accrued on Series A Convertible Preferred Stock | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
Caring Brands, Inc. and subsidiaries
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Note 1 - Organization and Business Operations
Caring Brands, Inc. (the “Company”) is a Nevada corporation and was incorporated on April 24, 2024. On September 24, 2024, the Company entered into a separation and exchange agreement with Safety Shot, Inc. (“Shot”) pursuant to which, Shot exchanged its right, title and interest in and to Caring Brands, Inc., a Florida corporation (“CB FL”), free and clear of all liens and encumbrances, and in exchange thereof, the Company accepted and agreed to assume all obligations of CB FL (see Note 2 – Significant Accounting Policies). The Company’s principal business is the over-the-counter and prescription-grade health and wellness products.
Going Concern Consideration
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
For
the six months ended June 30, 2026, the Company incurred a net loss of $
Although
the Company completed its initial public offering in November 2025, generating net proceeds of approximately $
Management believes that existing cash resources will be sufficient to fund operations for at least the next twelve months; however, there can be no assurance that additional capital will not be required. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 - Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in the consolidated financial statements.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
| 5 |
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows.
From
time to time, the Company may maintain bank balances in interest bearing accounts in excess of $
Inventory
Inventories will be stated at the lower of cost or market. The Company will periodically review the value of items in inventory and provide write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting.
Net loss per share is computed pursuant to section ASC 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential shares of Common Stock would be to decrease the loss per share.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
| 6 |
Revenue Recognition
The Company generates its revenue from the sale of its products directly to the end user (the “customer”). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements; 1) identify the contract with a customers, 2) identify the performance obligations in the contract, 3) determine the transactions price, 4) allocate the transaction price to performance obligations in the contract, and 5) recognize revenue as the performance obligations are satisfied.
The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date. The Company does not currently have meaningful revenue in different geographic regions or channels and therefore does not disaggregate its revenue for reporting purposes.
As of June 30, 2026, the Company had no contract assets, contract liabilities or deferred contract costs recorded on its condensed consolidated balance sheet.
Equity Investments
The Company elected to record equity investments in privately held companies using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer.
Equity investments in privately held companies accounted for using the measurement alternative are subject to periodic impairment reviews. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of these equity securities.
Intellectual Property
Intellectual property, including license agreements, is recorded at cost and amortized over its estimated useful life using the straight-line method. The Company evaluates its intellectual property for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, in accordance with ASC 360.
During the year ended December 31, 2025, the Company identified impairment indicators related to its intellectual property, including ongoing litigation involving the licensor, lack of development or commercialization activities, and significant uncertainty regarding the Company’s ability to utilize the licensed technology.
Based on management’s assessment, the Company determined that the carrying amount of the intellectual property was not recoverable, as the expected undiscounted future cash flows were insufficient to recover its carrying value. Accordingly, the Company recorded a full impairment charge to write down the intellectual property to its estimated fair value of zero as of December 31, 2025.
No impairment charge was recorded for the three and six months ended June 30, 2026.
| Useful Life | ||
| Intellectual Property |
The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.
| 7 |
The Company has adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.
Mezzanine Equity
Where ordinary or preferred shares are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the issuer, and upon such event, the shares would become redeemable at the option of the holders, they are classified as ‘mezzanine equity’ (temporary equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future.
The Series A convertible preferred stock (“Series A Preferred Stock”) was accounted for as mezzanine equity in accordance with ASC 480. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.
Segment Reporting
The
Company operates under
Income Taxes
Prior to the separation of the Company from its then parent, the Company was included as a wholly-owned subsidiary of Safety Shot, Inc., and as such, the Company followed the guidance under ASC 740-10-30-27 to account for income taxes using the separate return approach. The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes
a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
period, disclosure and transition. The Company incurred losses of $
| 8 |
Related Parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. See Note 4 – Intangible Assets, Note 5 – Investment in NovoDX, a Related Party, Note 7 – Debt, and Note 10 Stockholders’ Equity and Mezzanine Equity.
The related party mentioned in Note 4 and Note 5 is a former director at Safety Shot, a former director of Caring Brands and a current director of NovoDX Corporation. Additionally, NovoDX is a related party due to the shares of the Company’s common stock it holds as a result of the shares issued in connection with the License Agreement described in Note 4.
In addition to the related party relationships described above, during the six months ended June 30, 2026, the Company repurchased shares of its common stock from certain related parties, including Brian S. John, Tyler Moore, and NovoDX, in connection with the Company’s Series A Convertible Preferred Stock private placement. See Note 10 - Stockholders’ Equity and Mezzanine Equity for further detail regarding these transactions.
New Accounting Pronouncements Issued But Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The standard requires additional disclosures, in the notes to financial statements, of specified information about certain costs and expenses included in the captions presented on the face of the income statement. The new guidance is effective for the Company’s annual reporting period beginning January 1, 2027, and interim reporting periods beginning January 1, 2028. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. The Company expects ASU 2024-03 to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition.
In May 2025, the FASB issued ASU No. 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), which is intended to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating forfeiture policy election for service conditions associated with share-based consideration payable to a customer. In addition, ASU No. 2025-04 clarifies that the guidance in ASC 606 on the variable consideration constraints does not apply to share-based consideration payable to a customer regardless of whether an award’s grant date has occurred (as determined under ASC 718). ASU No. 2025-04 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We plan to adopt ASU No. 2025-04 in the first quarter of fiscal year 2028. We are currently evaluating the impact of this ASU on our financial statements and disclosures.
| 9 |
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its condensed consolidated financial position or results of operations upon adoption.
Recently adopted accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The new requirements apply to all entities subject to income taxes and will be effective for the Company’s annual periods beginning January 1, 2026. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. The Company expects ASU 2023-09 to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition.
Note 3 - Cash and Cash Equivalents
As
of June 30, 2026 and December 31, 2025, the Company had a cash balance of $
Note 4 - Intangible Assets
On
June 18, 2024, the Company entered into a License Agreement with NovoDX Corporation, a related party, to license the NovoDX’s GoldNTM
Ebola Rapid Diagnostic Test to market and sell the Licensed Product within the commercial field, which was Amended and Restated on July
22, 2024. In consideration for the License, the Company issued shares of its restricted common stock to NovoDX. The shares
were issued at $ per share, the same price as the private placement offering and are being amortized over a
As
of June 30, 2026 the Company had
As of December 31, 2025 the Company had the following intangible asset balances:
| Estimated useful life | Gross carrying amount | Accumulated amortization | Impairment Loss | Net carrying amount | ||||||||||||||
| Intellectual property - license | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||
| Total intangibles | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||
Amortization
expense was $
Note 5 - Investment in NovoDX, a Related Party
On
May 14, 2024, the Company purchased shares of NovoDX Corporation’s restricted common stock for $
| 10 |
During
the year ended December 31, 2025, the Company identified impairment indicators related to the investment, including ongoing litigation,
uncertainty surrounding the underlying technology, and lack of operational and commercialization activities. Based on management’s
qualitative assessment under ASC 321, the Company determined that the fair value of the investment was less than its carrying amount
and recorded a full loss on investment of $
Note 6 - Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities as of June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Accrued payroll and payroll taxes | $ | $ | ||||||
| Accrued interest | ||||||||
| Accrued dividend | ||||||||
| Total | $ | $ | ||||||
Note 7 - Debt
The Company’s outstanding debt as of June 30, 2026 and December 31, 2025, consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Term loan | $ | $ | ||||||
| Total debt | ||||||||
| Less: deferred financing fee | ( | ) | ||||||
| Total debt, net of issuance costs | ||||||||
| Less: current portion | ||||||||
| Long-term portion of debt | $ | $ | ||||||
Term Loan
On
August 6, 2025, the Company entered into a convertible promissory note for the amount of $
| 11 |
Related Party Notes Payable
On
June 5, 2025, we entered into a short-term loan agreement with our CEO, Dr. Glynn Wilson, to provide short-term working capital funding
to the business. The loan is for an aggregate of $
On
July 24, 2025, we entered into a short-term loan agreement with our Chairman of the Board, Mr. Brian John, to provide short-term working
capital funding to the business. The loan is for an aggregate of $
Loan with Safety Shot, a Related Party
During
2024, Safety Shot, a related party and significant shareholder of the Company, paid certain operating expenses on behalf of the Company
totaling $
Related Party Short-Term Loan
On
November 6, 2025, the Company entered a Short-Term Loan agreement with Caro Partners (the “Lender”). The Lender advanced
funds to the Company in the principal amount of Forty-Five Thousand Dollars ($
Note 8 - Commitments and Contingencies
Except as disclosed below, the Company is not currently a party to any material legal proceedings, investigation or claims. As the Company may, from time to time, be involved in legal matters arising in the ordinary course of its business, there can be no assurance that such matters will not arise in the future or that any such matters in which the Company is involved, or which may arise in the ordinary course of the Company’s business, will not at some point proceed to litigation or that such litigation will not have a material adverse effect on the business, financial condition or results of operations of the Company.
Legal contingencies
On
March 10, 2026, the Company entered into a Settlement and Release Agreement (“Settlement Agreement”) with NovoDX
Corporation to resolve certain disputes between the parties, concerning (i) shares of Company’s common stock that NovoDX owns (the “CABR Shares”) and claims it has the right
to sell without restriction; and (ii) assertions of fraud and misrepresentation by NovoDX with respect to the Research Collaboration
and Exclusive License Agreement made and effective as of June 30 2024, between the parties (the “License Agreement”),
which assertions NovoDX claims are false and baseless (the “Dispute”). Pursuant to the Settlement Agreement, the parties
have agreed to settle the claims and matters related to the Dispute and agreed to mutual releases. Concurrent to the Settlement
Agreement, the parties also entered into a stock purchase agreement effective March 19, 2026, pursuant to which stock purchase
agreement, NovoDX agreed to sell to the Company and the Company agreed to purchase from NovoDX its holding of
shares of the Company’s common stock for an aggregate purchase price of $
| 12 |
On
April 30, 2026, the Company entered into a settlement agreement with D. Boral Capital LLC to resolve a dispute arising from the Company’s
November 2025 underwritten public offering. Under the terms of the agreement, the Company issued shares of its common stock on
May 4, 2026 and paid $
On
May 1, 2026, the Company entered into a Settlement Agreement and General and Mutual Release with its former Chief Financial Officer,
Tyler Moore, to resolve disputes relating to his prior employment and equity compensation. Under the terms of the agreement, the Company
issued shares of its common stock to Mr. Moore on May 8, 2026 from the Company’s Form S-8 registration statement covering
the 2024 Equity Incentive Plan. The settlement shares were issued in full satisfaction of any compensation or other amounts that may
have been owed to Mr. Moore, and the agreement includes mutual releases of claims between the parties. The settlement resulted in the
extinguishment of $
The Company computes basic net income per share using the weighted-average number of shares of common stock outstanding. Diluted net income per share amounts are calculated using the treasury stock method for equity-based compensation awards. Diluted net income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, using the treasury stock method or if-converted method, as applicable.
As of June 30, 2026, the Company had the following potentially dilutive securities outstanding:
| ● | Series A preferred stock: shares (See Note 10) | |
| ● | Common stock payable: shares (See Note 10) | |
| ● | Warrants: shares (See Note 10) | |
| ● | Stock options: shares (See Note 10) | |
| ● | Restricted stock units(“RSUs”): shares |
Potentially dilutive securities include convertible debt, common stock payable, warrants, stock options, and restricted stock units. For the three and six months ended June 30, 2026 and 2025, these instruments were excluded from the computation of diluted net income (loss) per share as their inclusion would have been anti-dilutive.
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| NUMERATOR: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Accretion to redeemable preferred equity | ||||||||
| Dividends on Series A preferred stock | ||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Adjustments: | - | - | ||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| DENOMINATOR: | ||||||||
| Weighted average number of common shares outstanding – Basic and Diluted * | ||||||||
| LOSSES PER SHARE: | ||||||||
| Basic net loss per common share | $ | ( | ) | $ | ( | ) | ||
| Diluted net loss per common share | $ | ( | ) | $ | ( | ) | ||
| 13 |
| For the Three Months Ended June 30, | ||||||||
| NUMERATOR: | 2026 | 2025 | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Accretion to redeemable preferred equity | ||||||||
| Dividends on Series A preferred stock | ||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Adjustments: | ||||||||
| Add back dividends on Series A preferred stock | ||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| DENOMINATOR: | ||||||||
| Weighted average number of common shares outstanding - Basic | ||||||||
| LOSSES PER SHARE: | ||||||||
| Basic net loss per common share | $ | ( | ) | $ | ( | ) | ||
| Diluted net loss per common share | $ | ( | ) | $ | ( | ) | ||
| * |
Note 10 – Stockholders’ Equity and Mezzanine Equity
Common Stock – The Company has shares of Common Stock, par value $ authorized and has and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. The cumulative changes to equity since inception include:
| ● | During
the six months ended June 30, 2026, the Company issued shares of common stock to Greentree Financial Group, Inc. upon full
conversion of the convertible promissory note originally dated August 6, 2025, $ per share for principal of $ | |
●
|
On
March 24, 2026, the Company issued shares of common stock to settle previously recognized
stock payable related to consulting services incurred during the year ended December 31,
2025, resulting in settlement of stock payable in the amount of $
| |
| ● | On
May 4, 2026, the Company issued shares of common stock to D. Boral Capital LLC pursuant to a settlement agreement dated April
30, 2026, in full and final settlement of a dispute arising from the Company’s November 2025 underwritten public offering.
The shares had a fair value of $ | |
| ● | On
May 8, 2026, the Company issued shares of common stock to its former Chief Financial Officer pursuant to a Settlement Agreement
and General and Mutual Release dated May 1, 2026. The shares had a fair value of $ |
| 14 |
Repurchase
of Shares from Related Party - During the six months ended June 30, 2026, the Company entered into multiple stock repurchase agreements
with certain related party shareholders in connection with the Company’s Series A Convertible Preferred Stock private placement
(the “PIPE” offering). Pursuant to these agreements, the Company repurchased and retired an aggregate of shares
of common stock for total consideration of $
| ● |
shares repurchased from Brian S. John for $ | |
| ● |
shares repurchased from Tyler Moore for $ | |
| ● |
shares repurchased from NovoDX for $ |
All
repurchased shares were retired upon acquisition and these transactions were approved by the disinterested members of the Company’s
Board of Directors. The repurchase of shares from Brian S. John was made at $ per share, which exceeded the estimated fair
market value of the common stock of $ per share on the repurchase date. The excess of the repurchase price over fair market value
of $
Receivable
from Related Party for Stock Repurchase – As of June 30, 2026, the Company had advanced $
Preferred Stock – The Company has shares of preferred stock, par value $ authorized. There were shares issued and outstanding as of June 30, 2026 and December 31, 2025.
Series A Convertible Preferred Stock - Mezzanine Equity
On March 19, 2026, the Company designated shares of its preferred stock as Series A Convertible Preferred Stock, with a stated value of $ per share. On July 10, 2026, the Company filed an amendment to the Certificate of Designation, increasing the number of designated Series A shares from to . See Note 13 – Subsequent Events.
On
March 19, 2026, the Company entered into a Securities Purchase Agreement in connection with a private investment in public equity (the
“PIPE Offering”), pursuant to which the Company issued shares of Series A Convertible Preferred Stock (the “Series
A Preferred Stock”) with a stated value of $ per share, for an aggregate stated value of $
The
Series A Preferred Stock is convertible into shares of the Company’s common stock at a conversion price of $
The
Series A Preferred Stock ranks senior to the Company’s common stock with respect to liquidation. In addition, the Series A Preferred
Stock includes redemption provisions that allow the holder to require cash redemption upon the occurrence of specified triggering events.
The Series A Preferred Stock is redeemable at the option of the holder upon the occurrence of a Triggering Event, defined as (i) the
objection or rejection by the Trading Market, any Governmental Entity, or any regulatory or self-regulatory agency of any of the transactions
contemplated by the Securities Purchase Agreement on or before December 31, 2026, or (ii) the failure of any regulatory or self-regulatory
agency to approve all such transactions, if any such approval is required, on or before December 31, 2026. Upon the occurrence and continuance
of a Triggering Event, following a ten (10) day opportunity to cure, the holder may require the Company to redeem all or any portion
of the Series A Preferred Stock at a redemption price equal to
| 15 |
On
April 7, 2026, 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 $
As
of June 30, 2026, there were shares of Series A Preferred Stock issued and outstanding, carried at an aggregate redemption value
of $
On
May 29, 2026, the Company entered into a second Securities Purchase Agreement under the PIPE Offering with an accredited investor, pursuant
to which the Company agreed to issue shares of Series A Preferred Stock with an aggregate stated value of $
Holders
of the Series A Preferred Stock are entitled to an
Common
Stock Payable – The Company entered into consulting agreements under which it committed to issue shares of common stock for
services rendered. As of June 30, 2026, the Company had recorded an aggregate of $
The Company entered the following consulting agreements:
| ● | Under
the first agreement, shares were committed with a total fair value of $ | |
| ● | On September 4, 2025, the Company entered into an employment agreement with Mr. Tyler Moore, who served as the Company’s Chief Financial Officer until his resignation on January 5, 2026. Following his resignation, disputes arose between the parties regarding Mr. Moore’s equity compensation entitlement under the employment agreement. On May 1, 2026, the Company entered into a settlement agreement with Tyler Moore. The settlement agreement resolves disputes regarding Tyler Moore’s equity compensation under the employment agreement. Pursuant to the settlement agreement, the Company agreed to issue to Tyler Moore shares of the Company’s common stock as equity compensation, and accordingly recognized $ of stock-based compensation, recorded as common stock payable, representing the fair value of the shares on the settlement date. The settlement shares were issued on May 8, 2026, and the related common stock payable of $ was extinguished (see Note 8 – Commitments and Contingencies). |
| 16 |
| ● | On
April 30, 2026, the Company entered into a Settlement Agreement and General and Mutual Release (the “Settlement Agreement”)
with D. Boral Capital (“D. Boral”). The Settlement Agreement resolves disputes arising from the Company’s completion
of a private placement of its Series A Preferred Stock on March 19, 2026, which violated certain lock-up restrictions under the Underwriting
Agreement dated November 12, 2025, prohibiting the Company from offering any of its securities for sale prior to May 12, 2026. Pursuant
to the Settlement Agreement, the Company agreed to issue to D. Boral shares of the Company’s common stock and to pay
$ | |
| ● | On
December 23, 2025, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Genesis One Holdings,
LLC (“Genesis One” or the “Consultant”) for consulting services to be provided to the Company over a term
of 90 days. As compensation for such services, the Consultant is entitled to receive shares of the Company’s common
stock per month as a fully paid engagement fee, together with a cash fee of $ |
Warrants
– In April 2024, the Company issued
During
the year ended December 31, 2025, the Company issued an additional
| ● | ||
| ● |
In
connection with the PIPE Offering on March 19, 2026, the Company issued an aggregate of
On May 29, 2026, in connection with the second tranche of the PIPE Offering, the Company issued an additional warrants to purchase shares of its common stock. The warrants have an exercise price of $ per share, are exercisable immediately upon issuance, and expire five years from the date of issuance. The relative fair value allocated to these warrants of $ was recorded within additional paid-in capital.
| 17 |
As
of June 30, 2026, the Company had a total of
The fair value of the warrants using the Black-Scholes Model with the following variables:
| ● | Stock Price - $ - $ |
| ● | Exercise Price - $ - $ |
| ● | Volatility – % - % |
| ● | Term – years |
| ● | Risk Free Rate of Return – % - % |
Stock Options – During the year ended December 31, 2025, the Company granted an aggregate of stock options to directors. The options have exercise prices ranging from $ to $ per share, with a weighted-average exercise price of approximately $ per share, and a contractual term of .
The
total grant-date fair value of the options issued during 2025 was approximately $
As of June 30, 2026, the Company had stock options outstanding, with a weighted-average exercise price of approximately $ per share and a weighted-average remaining contractual life of approximately years. All options outstanding were exercisable as of June 30, 2026, with a weighted-average exercise price of approximately $ per share. The options outstanding had no aggregate intrinsic value as of June 30, 2026.
The fair value of the stock options using the Black-Scholes Model with the following variables. The expected term is calculated using a simplified method for plain vanilla options:
| ● | Stock Price - $ |
| ● | Exercise Price - $ - $ |
| ● | Volatility – % - % |
| ● | Expected Term – – years |
| ● | Risk Free Rate of Return – % - % |
Restricted Stock Units – During the year ended December 31, 2025, the Company granted an aggregate of restricted stock units (“RSUs”) to employees and service providers. The RSUs were granted at a fair value of $ per share and vest over periods through December 2026.
The
total grant-date fair value of the RSUs issued during 2025 was approximately $
Note 11 – Segment Report
Operating segments are defined as components of an enterprise for which separate financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) in allocating resources and assessing performance.
The Company has determined that its CODM is the Chief Executive Officer.
In
accordance with ASC 280, Segment Reporting, the CODM evaluates financial performance and allocates resources based on consolidated results
of operations. The Company operates as a single reporting unit and does not manage its business by separate product lines, service lines,
or geographic divisions for purposes of internal reporting. Accordingly, the Company has determined that it operates in
| 18 |
Substantially all of the Company’s operations and long-lived assets are located in the United States.
Because the Company operates in one reportable segment, consolidated net revenues, operating loss, net loss, and total assets as presented in the condensed consolidated financial statements represent segment results.
| For the Six Months ended June 30, 2026 | For the Six Months ended June 30, 2025 | |||||||
| Gross profit | $ | $ | ||||||
| Less: | ||||||||
| Professional fees | ||||||||
| Payroll expense | ||||||||
| Selling, general and administrative expenses | ||||||||
| Interest expense, net | ||||||||
| Depreciation and amortization | ||||||||
| Other income | ( | ) | ||||||
| Segment net loss | ( | ) | ( | ) | ||||
| Reconciliation of profit or loss | ||||||||
| Adjustments and reconciling items | ||||||||
| Consolidated net loss | $ | ( | ) | $ | ( | ) | ||
| For the Three Months ended June 30, 2026 | For the Three Months ended June 30, 2025 | |||||||
| Gross profit | $ | $ | ||||||
| Less: | ||||||||
| Professional fees | ||||||||
| Payroll expense | ||||||||
| Selling, general and administrative expenses | ||||||||
| Interest expense, net | ||||||||
| Depreciation and amortization | ||||||||
| Other (income) loss | ( | ) | ||||||
| Segment net loss | ( | ) | ( | ) | ||||
| Reconciliation of profit or loss | ||||||||
| Adjustments and reconciling items | ||||||||
| Consolidated net loss | $ | ( | ) | $ | ( | ) | ||
Note 12 – Income Taxes
We record tax positions as liabilities in accordance with ASC 740 and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of certain tax uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the recognized tax benefit liabilities. These differences, if any, will be reflected as increases or decreases to income tax expense in the period in which new information becomes available.
As
of June 30, 2026 and December 31, 2025, the Company has
| 19 |
The
effective U.S. federal corporate income tax rate for the six months ended June 30, 2026 and the year ended December 31, 2025 was
As
of June 30, 2026, the Company had net operating loss carryforwards of approximately $
The significant components of the Company’s deferred tax assets were as follows:
| June 30, 2026 | December 31, 2025 | |||||||
| Deferred Tax Asset | $ | $ | ||||||
| Valuation Allowance | ( | ) | ( | ) | ||||
| Net Deferred Tax Asset | $ | $ | ||||||
As
of June 30, 2026, the Company recorded a deferred tax asset of $
As
of December 31, 2025, the Company recorded a full valuation allowance of $
The
Company recorded
Note 13 - Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed consolidated financial statements were available to be issued. As a result of this evaluation, the following material subsequent events were identified that required disclosure in the unaudited condensed consolidated financial statements:
Special Meeting of Stockholders
On
July 9, 2026, the Company held a Special Meeting of Stockholders at which stockholders approved (i) the Additional Investment Right under
the PIPE Offering, (ii) the issuance of shares of common stock upon conversion of the Series A Preferred Stock and exercise of the related
warrants in excess of
Amendment to Certificate of Designation and Completion of Second PIPE Tranche
On
July 10, 2026, the Company filed an amendment to the Certificate of Designation for the Series A Preferred Stock with the Secretary of
State of the State of Nevada, increasing the number of designated Series A shares from to . Also on July 10, 2026, the Company
and the investor executed the final transaction documents for the second tranche of the PIPE Offering described in Note 10, covering
the shares of Series A Preferred Stock and warrants for which subscription proceeds of $
Share Redemption Agreement with Related Party
As
contemplated by the use-of-proceeds provisions of the Securities Purchase Agreement governing the PIPE Offering described in Note 10,
the Company was required to apply approximately $
On
July 10, 2026, the Company entered into a share redemption agreement with BK Investments, an entity affiliated with Mr. Brian John, the
Company’s Interim Chief Financial Officer, providing for the repurchase and retirement of the shares for aggregate consideration
of $
Issuance of Shares Upon Vesting of Restricted Stock Units
On July 13, 2026, the Company issued an aggregate of shares of common stock upon the vesting and settlement of previously granted restricted stock units including, shares issued to Dr. Glynn Wilson, the Company’s Chief Executive Officer.
Conversion of Series A Preferred Stock
Subsequent to June 30, 2026, the holder of the Company’s Series A Preferred Stock converted portions of its Series A Preferred Stock into shares of the Company’s common stock in accordance with the terms of the Series A Preferred Stock described in Note 10. In connection with such conversions, the Company issued shares of common stock on July 16, 2026, shares on July 28, 2026, shares on July 31, 2026, and shares on August 6, 2026, for an aggregate of shares of common stock.
Nasdaq Listing Update
On July 17, 2026, the Company received a delisting determination from the Nasdaq Listing Qualifications Department relating to the previously disclosed stockholders’ equity deficiency. The Company requested a hearing before a Nasdaq Hearings Panel, which stayed any suspension or delisting action pending the hearing, which hearing is scheduled for August 25, 2026. There can be no assurance that the Company will regain compliance with the applicable listing requirements.
| 20 |
Item 2. Management’s discussion and analysis of financial condition and results of operations.
Overview
The following discussion of our financial condition and results of operations should be read in conjunction with the other information contained in this Form 10-Q, including our unaudited Condensed Consolidated Financial Statements and notes thereto included elsewhere in this Form 10-Q, as well as our audited Consolidated Financial Statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (“Form 10-K”), filed with the SEC. This discussion, as well as various other sections of this Form 10-Q, contain and refer to statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such statements are any statements other than those of historical fact and relate to our intent, belief or current expectations primarily with respect to our future operating, financial and strategic performance. Any such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties. These risks and uncertainties include, but are not limited to, those described in Part I, “Item 1A. Risk Factors,” and elsewhere in our Form 10-K, Part I, “Item 1A. Risk Factors,” and elsewhere in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 and those described from time to time in other reports filed with the SEC. Actual results may differ from those contained in or implied by the forward-looking statements as a result of various factors. For more information, see “Cautionary Statement Regarding Forward-Looking Information” in our Form 10-K.
Overview and Business Trends
Caring Brands, Inc., a Nevada corporation (“Caring Brands” and together with its subsidiaries, the “Company,” or “we”), is a wellness consumer products company. We offer several over-the-counter, or (OTC) and cosmetic, consumer products. Our product pipeline includes a diverse range of products, such as hair loss treatments, Eczema and Psoriasis Treatments, vitiligo solutions, and a Jellyfish sting protective suncare line, that cater to different health and wellness needs. Our method of operation is to ensure that (1) the mechanism of action of all products is established, (2) efficacy is determined through controlled clinical trials, (3) products are protected by issued and filed patents, and (4) products have acceptable commercial stability.
Results of operations
The following table sets forth our consolidated statements of operations data in dollars for the periods presented:
| For the Three Months Ended June 30, 2026 | For the Three Months Ended June 30, 2025 | |||||||
| Summary Statement of Operations Data | ||||||||
| Revenue | $ | - | $ | 1,587 | ||||
| Cost of revenue | - | 722 | ||||||
| Gross profit (loss) | - | 865 | ||||||
| Total operating expenses | 638,737 | 660,448 | ||||||
| Operating loss | (638,737 | ) | (659,583 | ) | ||||
| Other income | 50 | (1,000 | ) | |||||
| Interest income (expense) | (39 | ) | - | |||||
| Total other income (expense) | 11 | (1,000 | ) | |||||
| Net loss | $ | (638,726 | ) | $ | (660,583 | ) | ||
| Accretion to redeemable preferred equity | $ | 217,753 | $ | - | ||||
| Dividends on Series A preferred stock | 78,540 | - | ||||||
| Net Loss attributable to common stockholders | $ | (935,019 | ) | $ | (660,583 | ) | ||
| Net loss per share attributable to common stockholders: | ||||||||
| Net loss per share attributable to common stockholders - basic | $ | (0.10 | ) | $ | (0.05 | ) | ||
| Net loss per share attributable to common stockholders - diluted | $ | (0.10 | ) | $ | (0.05 | ) | ||
| Weighted average shares outstanding: | ||||||||
| Weighted average shares outstanding - basic and diluted * | 8,994,253 | 13,336,471 | ||||||
| For the Six Months Ended June 30, 2026 | For the Six Months Ended June 30, 2025 | |||||||
| Summary Statement of Operations Data | ||||||||
| Revenue | $ | - | $ | 3,056 | ||||
| Cost of revenue | - | 1,400 | ||||||
| Gross profit (loss) | - | 1,656 | ||||||
| Total operating expenses | 2,360,236 | 1,200,582 | ||||||
| Operating loss | (2,360,236 | ) | (1,198,926 | ) | ||||
| Other income | 62 | - | ||||||
| Interest income (expense) | (287,028 | ) | (427 | ) | ||||
| Total other income (expense) | (286,966 | ) | (427 | ) | ||||
| Net loss | $ | (2,647,202 | ) | $ | (1,199,353 | ) | ||
| Accretion to redeemable preferred equity | $ | 2,062,360 | $ | - | ||||
| Dividends on Series A preferred stock | 88,508 | - | ||||||
| Net Loss attributable to common stockholders | $ | (4,798,070 | ) | $ | (1,199,353 | ) | ||
| Net loss per share attributable to common stockholders: | ||||||||
| Net loss per share attributable to common stockholders - basic | (0.41 | ) | (0.09 | ) | ||||
| Net loss per share attributable to common stockholders - diluted | (0.41 | ) | (0.09 | ) | ||||
| Weighted average shares outstanding: | ||||||||
| Weighted average shares outstanding - basic and diluted * | 11,705,727 | 13,276,331 | ||||||
*Due to the anti-dilutive effect, the computation of basic and diluted EPS did not include the shares underlying the exercise of warrants, options, RSUs and Series A preferred stock as the Company had a net loss for the three and six months ended June 30, 2026 and 2025.
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Comparison of the three and six months ended June 30, 2026 to the three and six months ended June 30, 2025.
Revenue and Cost of revenue
For the three months ended June 30, 2026, the Company generated no revenue, compared to revenue of $1,587 for the three months ended June 30, 2025, and cost of revenue was $0, compared to $722 for the same period. The prior-year amounts were inconsequential and reflected early-stage product activity.
For the six months ended June 30, 2026, the Company generated no revenue, compared to revenue of $3,056 for the six months ended June 30, 2025, and cost of revenue was $0, compared to $1,400 for the same period. The Company is still in the process of developing and commercializing its products and has not yet generated meaningful commercial revenue.
Operating expenses
Total operating expenses for the three months ended June 30, 2026 were $638,737, compared to $660,448 for the three months ended June 30, 2025, a decrease of $21,711, or approximately 3%. Selling, general and administrative expenses increased by $4,856, or approximately 23%, to $26,187, reflecting higher public company compliance, insurance and administrative costs. Payroll expenses decreased by $74,928, or approximately 15%, to $414,186, primarily because the prior-year quarter included $382,000 of stock-based consulting expense, while the current quarter included $204,967 of non-cash amortization of restricted stock units and stock options. Professional service fees increased by $123,361, or approximately 164%, to $198,364, primarily attributable to higher legal, accounting and audit fees incurred in connection with settlement matters, the second tranche of the Series A Convertible Redeemable Preferred Stock financing, and ongoing public company compliance obligations. Depreciation and amortization decreased to $0 from $75,000, due to the full impairment of the Company’s intellectual property license recorded during the year ended December 31, 2025.
Total operating expenses for the six months ended June 30, 2026 were $2,360,236, compared to $1,200,582 for the six months ended June 30, 2025, an increase of $1,159,654, or approximately 97%. Selling, general and administrative expenses increased by $63,233, or approximately 123%, to $114,723, reflecting higher corporate overhead costs, including public company compliance, insurance and administrative expenses. Payroll expenses increased by $658,739, or approximately 77%, to $1,514,886, primarily reflecting non-cash stock-based compensation, including restricted stock unit and stock option amortization and shares committed under consulting, advisory and settlement arrangements, as well as expanded management personnel; the prior-year period included $607,000 of shares issued for services. Professional service fees increased by $587,682 to $730,627, primarily attributable to higher legal, accounting, consulting and audit fees incurred in connection with the Series A Convertible Redeemable Preferred Stock financings, settlement matters, and ongoing public company compliance obligations, including $300,000 of consulting fees to be settled in stock. Depreciation and amortization decreased to $0 from $150,000, due to the full impairment of the intellectual property license recorded during the year ended December 31, 2025.
Total operating expenses for the three months ended June 30, 2026 were $638,737, compared to $660,448 for the three months ended June 30, 2025, a decrease of $21,711, or approximately 3%, primarily because the prior-year quarter included $382,000 of stock-based consulting expense. Total operating expenses for the six months ended June 30, 2026 were $2,360,236, compared to $1,200,582 for the six months ended June 30, 2025. The increase of $1,159,654, or approximately 97%, was primarily attributable to payroll expenses, including stock-based compensation, and professional service fees.
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No impairment charges were recorded during the three and six months ended June 30, 2026 or the comparable prior-year periods.
As a result of the foregoing, the Company reported an operating loss of $638,737 for the three months ended June 30, 2026, compared to an operating loss of $659,583 for the three months ended June 30, 2025, a decrease of $20,846, or approximately 3%, primarily because the prior-year quarter included the stock-based consulting expense under the Genesis agreement described above.
For the six months ended June 30, 2026, the Company reported an operating loss of $2,360,236, compared to an operating loss of $1,198,926 for the six months ended June 30, 2025, an increase of $1,161,310, or approximately 97%, primarily driven by higher stock-based compensation and professional service fees, partially offset by the absence of depreciation and amortization in the current period.
Other income (expense)
For the three months ended June 30, 2026, interest expense, net was $39 and other income was $50, compared to interest expense of $0 and other expense of $1,000 for the three months ended June 30, 2025. Amounts in both quarters were immaterial.
Interest expense, net was $287,028 for the six months ended June 30, 2026, compared to $427 for the six months ended June 30, 2025. The increase of $286,601 was recorded entirely in the first quarter of 2026 and was primarily attributable to non-cash charges consisting of $148,867 of guaranteed interest on convertible debt, $141,350 of amortization of debt discounts, and $6,903 of amortization of debt issuance costs, all associated with the Greentree Promissory Note converted into common stock in March 2026, as further discussed in Note 7 – Debt.
Financial condition, liquidity and capital resources
Overview
As of June 30, 2026, the Company had cash and cash equivalents of $1,820,365, compared to $2,189,232 as of December 31, 2025. The decrease of $368,867 during the six months ended June 30, 2026 was primarily attributable to cash used in operating activities of $1,013,867, partially offset by net cash provided by financing activities of $645,000 relating to Private Investment in Public Equity financing (“PIPE Financing”) proceeds, net of the repurchase of common stock.
During the six months ended June 30, 2026, the Company raised aggregate gross proceeds of $3,870,000 from private placements of its Series A Convertible Redeemable Preferred Stock, consisting of $3,470,000 of net proceeds received in March 2026 and $400,000 of subscription proceeds received in June 2026 under the second tranche of the PIPE Financing. Concurrent with the initial PIPE Financing, the Company repurchased 6,250,000 shares of its common stock for an aggregate consideration of $3,075,000.
Total assets decreased to $1,909,623 as of June 30, 2026, compared to $2,326,818 as of December 31, 2025. The decrease of $417,195 was primarily driven by a net decrease in cash and cash equivalents of $368,867 and a decrease in prepaid expenses and other current assets of $48,328, while inventory remained unchanged. The Company had no non-current assets as of either balance sheet date.
Total liabilities increased to $384,646 as of June 30, 2026, compared to $235,494 as of December 31, 2025. The increase of $149,152 was primarily attributable to an increase in accounts payable of $123,454, primarily related to consulting services incurred in connection with the Genesis agreement, and an increase in accrued expenses and other current liabilities of $84,348, largely reflecting accrued dividends on the Series A Preferred Stock, partially offset by a decrease in long-term debt of $58,650 due to the conversion of the Greentree Promissory Note.
The Company’s primary cash requirements consist of funding operating expenses, including payroll and professional service fees, and supporting corporate development and compliance activities as a public company.
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Based on current operating plans and available cash on hand, management believes that existing cash resources are sufficient to fund operations for at least the next twelve months. The Company may seek additional capital in the future to support long-term growth initiatives, strategic investments, or acquisitions. Such financing, if pursued, may include equity offerings, debt financing, or other strategic transactions; however, there can be no assurance that additional capital will be available on acceptable terms, or at all.
Our ability to meet our operating, investing and financing needs depends to a significant extent on our future financial performance, which will be subject in part to general economic, competitive, financial, regulatory and other factors that are beyond our control, including those described elsewhere in Part II, Item 1A “Risk factors.”
Cash flows
| For the Six Months Ended June 30, 2026 | For the Six Months Ended June 30, 2025 | |||||||
| Net cash (used in) provided by: | ||||||||
| Net cash used in operating activities | $ | (1,013,867 | ) | $ | (451,105 | ) | ||
| Net cash provided by financing activities | $ | 645,000 | $ | 56,000 | ||||
| Net change in cash and cash equivalents | $ | (368,867 | ) | $ | (395,105 | ) | ||
For the six months ended June 30, 2026, net cash used in operating activities was $1,013,867, compared to net cash used of $451,105 for the six months ended June 30, 2025. For the six months ended June 30, 2026, cash used in operating activities included a net loss of $2,647,202, partially offset by non-cash expenses consisting primarily of:
| ● | $1,036,496 of stock-based compensation, including restricted stock unit and stock option amortization and shares committed under consulting, advisory and settlement arrangements; | |
| ● | $137,500 of loss on stock repurchased from related parties; and | |
| ● | $141,350 of amortization of debt discounts. |
Changes in working capital also impacted operating cash flows during the six months ended June 30, 2026. Accounts payable increased operating cash by $123,454, prepaid expenses and other current assets decreased by $48,328, and accrued expenses and other current liabilities increased by $146,207; inventory was unchanged. For the six months ended June 30, 2025, net cash used in operating activities of $451,105 was primarily attributable to a net loss of $1,199,353, partially offset by $607,000 of shares issued for services and $150,000 of depreciation and amortization, together with working capital changes including an increase in accounts payable of $6,935, a decrease in accrued expenses of $11,438, an increase in prepaid expenses of $4,891 and a decrease in inventory of $642.
For the six months ended June 30, 2026 and 2025, net cash used in investing activities was $0. The Company had no investing activity in either period.
For the six months ended June 30, 2026, net cash provided by financing activities was $645,000, compared to $56,000 for the six months ended June 30, 2025, consisting of:
| ● | $3,870,000 in gross proceeds from the issuance of Series A Convertible Redeemable Preferred Stock (PIPE Financing), including $400,000 of second-tranche subscription proceeds received in June 2026, and | |
● ● |
$(3,075,000) for the repurchase of 6,250,000 shares of common stock. $(150,000) advanced for the repurchase and retirement of 150,000 shares of common stock pursuant to the use-of-proceeds provisions of the Securities Purchase Agreement. |
The Management’s Discussion and Analysis (“MD&A”) is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these unaudited condensed consolidated financial statements required the use of estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates. There have been no significant changes to the critical accounting policies and estimates included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, except as described below.
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Intellectual property, including license agreements, is recorded at cost and amortized over the estimated useful life of the license using the straight-line method. The Company evaluates its intellectual property for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, in accordance with ASC 360. During the year ended December 31, 2025, management determined that the carrying value of the intellectual property was not recoverable and recorded a full impairment charge of $2,550,000. As a result, the Company had no remaining intellectual property balance as of December 31, 2025 or June 30, 2026, and accordingly no amortization expense was recorded during the three and six months ended June 30, 2026. No impairment charges were recorded during the three and six months ended June 30, 2026 or the comparable prior-year periods.
Stock Based Compensation
The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.
The Company has adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned.
Mezzanine Equity – Redeemable Preferred Stock
The Company’s Series A Convertible Redeemable Preferred Stock is classified outside of permanent equity (“mezzanine equity”) in accordance with ASC 480-10-S99, as the preferred stock is redeemable upon the occurrence of events not solely within the Company’s control. The preferred stock is initially recorded at the proceeds allocated to it upon issuance and is subsequently adjusted to its redemption value at each reporting period end through charges to additional paid-in capital. The accretion to redemption value is treated as a deemed dividend and is reflected as an adjustment to net loss to arrive at net loss attributable to common stockholders in the Condensed Consolidated Statements of Operations. For the six months ended June 30, 2026, the Company recorded accretion of $2,062,360 to reflect the Series A Preferred Stock at its redemption value.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recent accounting pronouncements
New accounting pronouncements issued but not yet adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The standard requires additional disclosures, in the notes to financial statements, of specified information about certain costs and expenses included in the captions presented on the face of the income statement. The new guidance is effective for the Company’s annual reporting period beginning January 1, 2027, and interim reporting periods beginning January 1, 2028. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. The Company expects ASU 2024-03 to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition.
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In May 2025, the FASB issued ASU No. 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), which is intended to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating forfeiture policy election for service conditions associated with share-based consideration payable to a customer. In addition, ASU No. 2025-04 clarifies that the guidance in ASC 606 on the variable consideration constraints does not apply to share-based consideration payable to a customer regardless of whether an award’s grant date has occurred (as determined under ASC 718). ASU No. 2025-04 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We plan to adopt ASU No. 2025-04 in the first quarter of fiscal year 2028. We are currently evaluating the impact of this ASU on our financial statements and disclosures.
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption.
Recently adopted accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The new requirements apply to all entities subject to income taxes and will be effective for the Company’s annual periods beginning January 1, 2026. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. The Company expects ASU 2023-09 to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition. Please refer to Note 12, Income taxes for the inclusion of the new required disclosures.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and are not required to provide the information under this item.
Item 4. Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of June 30, 2026.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Based on this evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026 due to the following deficiencies that we believe to be material weaknesses.
| ● | The Company’s system of internal controls failed to identify multiple journal entries that were identified by the Company’s external auditor. | |
| ● | The Company has no formal control process related to the identification and approval of related party transactions. |
We are in the process of designing and implementing enhanced controls and formalizing our internal control environment to remediate this material weakness.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal proceedings.
From time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A. Risk factors.
The Company has included in Item 1A of Part 1 of its Annual Report on Form 10-K for the year ended December 31, 2025 (“Form 10-K”), a description of certain risks and uncertainties that could affect the Company’s business, future performance, or financial condition (the “Risk Factors”). Except as set forth below, there have been no material changes to the risk factors disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025. The following risk factor updates and replaces the risk factor entitled “We may not be able to satisfy listing requirements of the NASDAQ or obtain or maintain a listing of our common stock on the NASDAQ.”
We are not in compliance with Nasdaq’s continued listing requirements and have appealed a Staff Delisting Determination. If our appeal is unsuccessful, our common stock will be suspended from trading and delisted from Nasdaq, which would materially adversely affect the liquidity and market price of our common stock and our ability to raise capital.
Our common stock is listed on The Nasdaq Capital Market under the symbol “CABR.” On April 7, 2026, we received notice from the Listing Qualifications Department of Nasdaq (the “Staff”) that we were not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million in stockholders’ equity, and that we did not satisfy either alternative continued listing standard under Nasdaq Listing Rule 5550(b). The notice was based on our Annual Report on Form 10-K for the year ended December 31, 2025.
We submitted a plan to regain compliance that contemplated (i) amending the Certificate of Designation of our Series A Convertible Redeemable Preferred Stock to eliminate its redemption rights and permit its reclassification from mezzanine equity to permanent stockholders’ equity and (ii) obtaining additional financing from the holder of the Series A Convertible Redeemable Preferred Stock. On July 15, 2026, we received a Staff Delisting Determination denying our request for continued listing. The Staff determined that, because we had not entered into a definitive agreement for the contemplated financing, we had not demonstrated our ability to regain compliance in the near term and sustain compliance over an extended period. Accordingly, the Staff did not grant us a discretionary compliance period.
We timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”), which stayed the suspension of trading in our common stock and the filing of a Form 25-NSE pending the Panel’s decision. The hearing is scheduled for August 25, 2026. There can be no assurance that the Panel will grant our request for continued listing or that we will regain or maintain compliance with Nasdaq’s continued listing requirements. Any exception granted by the Panel would be subject to milestones established by the Panel. Failure to satisfy any such milestone could result in the suspension and delisting of our common stock. We could also be subject to a one-year Discretionary Panel Monitor, during which a new deficiency could result in another Staff Delisting Determination without an opportunity to submit a compliance plan or receive an otherwise available cure period.
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Our ability to regain compliance depends on our ability to amend the Certificate of Designation, obtain additional financing on acceptable terms and demonstrate that we can sustain compliance over an extended period. We may be unable to complete these actions, and Nasdaq may determine that any actions we complete are insufficient. In addition, our continued losses may further reduce our stockholders’ equity, and we must continue to satisfy all other Nasdaq continued listing requirements.
On July 22, 2026, the SEC’s Division of Trading and Markets approved a Nasdaq rule change that would require companies listed on The Nasdaq Capital Market to maintain a market value of listed securities of at least $5 million. Under the approved rule, a company falling below that threshold for 30 consecutive business days would be subject to immediate suspension and delisting proceedings without a cure period, and a hearing request would not stay the suspension. On July 29, 2026, the approval order was stayed pending review by the full Commission. Accordingly, the new requirement is not currently effective. There can be no assurance regarding the timing or outcome of the Commission’s review or whether the rule will become effective in its current or a modified form. If the rule becomes effective and we fail to satisfy the requirement, our common stock could be suspended and subjected to delisting proceedings with little or no opportunity for remedial action.
If our common stock is delisted, our stockholders may experience reduced liquidity, limited availability of market quotations and decreased trading prices. Our common stock may also become subject to the SEC’s “penny stock” rules, which would impose additional requirements on broker-dealers and could further limit trading. Delisting could also reduce analyst coverage, impair our ability to issue securities or obtain financing, adversely affect our relationships with investors and financial institutions and materially reduce the value of an investment in our common stock.
Item 2. Unregistered sales of equity securities and use of proceeds.
Other than as described in our Current Reports on Form 8-K filed with the SEC, we have not completed any additional unregistered sales of equity securities.
Use of Proceeds
The Company completed its public offering in connection with its uplisting to Nasdaq on November 14, 2025. A registration statement on Form S-1 (File No. 333-289767) relating to the offering was filed with the Securities and Exchange Commission (“SEC”) and became effective on October 30, 2025. The public offering consisted of 1,000,000 shares of the Company’s common stock at a public offering price of $4.00 per share, resulting in gross proceeds of $4,000,000. After deducting underwriting discounts, commissions and other offering expenses of $764,308, the Company received net proceeds of $3,235,692.
As of June 30, 2026, the Company has utilized a portion of the net proceeds from the offering to support its operations and transition to a public company. Such expenditures included working capital and operating expenses, including payroll and general corporate expenses, legal and accounting fees associated with public company reporting and compliance, product development and commercialization activities, repayment of certain outstanding indebtedness, and other administrative expenses.
Given the timing of the offering in November 2025, a significant portion of the net proceeds remained unutilized and was held as cash and cash equivalents as of June 30, 2026 to support ongoing operations. The Company intends to continue to use the remaining proceeds for general corporate purposes, including supporting ongoing operations, product development, and potential strategic initiatives.
Item 3. Defaults upon senior securities.
None.
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Item 4. Mine safety disclosures.
None.
Item 5. Other information.
Rule 10b5-1 Trading Arrangement
During
the three months ended June 30, 2026, no director or officer of the Company
Item 6. Exhibits.
* Filed herewith.
** Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Caring Brands, Inc. | ||
| Date: August 13, 2026 | By: | /s/ Glynn Wilson |
| Dr. Glynn Wilson | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: August 13, 2026 | By: | /s/ Brian S John |
| Brian S John | ||
| Interim Chief Financial Officer and Chairman | ||
| (Principal Financial and Accounting Officer) | ||
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