Caring Brands, Inc S-1, filed Oct 27, 2026
Caring Brands, Inc. (CABR)
Caring Brands, Inc. registers up to 24,513,943 shares for resale following a Series B financing that raised $7,149,900 gross. Nasdaq has not confirmed regained compliance after the company’s July 15, 2026 delisting determination was appealed. AI summary
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Telephone:
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chief Executive Officer
Telephone:
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Gregory Sichenzia, Esq.
Arthur S. Marcus, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas
New York, NY 10036
(212) 653-8700
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 7(a)(2)(B) of the Securities Act.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
| Preliminary Prospectus | Subject To Completion | Dated October 27, 2026 |
24,513,943 Shares of Common Stock
This prospectus relates to the resale or other disposition from time to time by the selling stockholders identified herein (the “Selling Stockholders”) of up to 24,513,943 shares of common stock, par value $0.001 per share (“Common Stock”), of Caring Brands, Inc. (the “Company”). The shares consist of (i) 10,214,143 shares underlying 7,149.9 outstanding shares of our Series B Convertible Preferred Stock (the “Series B Preferred Stock”), calculated using the $1,000 stated value per preferred share and the original $0.70 conversion price, rounded up to a whole share; (ii) 7,149,900 shares underlying Common Stock Purchase Warrants A (the “Series A Warrants”), with an original exercise price of $0.825 per share; and (iii) 7,149,900 shares underlying Common Stock Purchase Warrants B (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”), with an original exercise price of $0.95 per share. The conversion and exercise prices are subject to adjustment. The October 9, 2026 Letter Agreement and Consent and the Series B certificate amendment filed on October 21, 2026 are described under “Series B Private Placement” and “Description of Securities.” The registration amount is based on the original conversion price and unadjusted Warrant share counts. If subsequent adjustments result in additional Registrable Securities exceeding the shares registered here, we will file an additional resale registration statement as required by the Registration Rights Agreement.
We will not receive any proceeds from resales by the Selling Stockholders or from conversion of the Series B Preferred Stock. We may receive cash upon exercise of the Warrants; we will receive no exercise proceeds to the extent the Warrants are exercised on a cashless basis.
The Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholder may sell or otherwise dispose of the Common Stock covered by this prospectus in the section entitled “Plan of Distribution” on page 61 of this prospectus. For information on the Selling Stockholder, see the section entitled “Selling Stockholder” on page 24 of this prospectus. Discounts, concessions, commissions and similar selling expenses attributable to the sale of Common Stock covered by this prospectus will be borne by the Selling Stockholder. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Common Stock with the Securities and Exchange Commission, or the SEC.
Our common stock is listed on The Nasdaq Capital Market under the symbol “CABR.” On October 21, 2026, the last reported sale price of our common stock was $1.05 per share.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.
We are an “emerging growth company” and a “smaller reporting company” under applicable Securities and Exchange Commission (“SEC”) rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and future filings. See the discussions in the section titled “Summary – Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section entitled “Risk Factors” beginning on page 5 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2026.
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus. For investors outside the United States: Neither we nor the selling stockholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.
Unless the context otherwise requires, “we,” “us,” “our,” “registrant,” or “Registrant,” “CB,” “Caring Brands,” and the “Company” refer to Caring Brands, Inc., a Nevada corporation, and its consolidated subsidiaries.
MARKET AND INDUSTRY DATA
This prospectus contains statistical data, estimates and information concerning our industry, including market position and the size and growth rates of the markets in which we participate, that are based on independent industry publications and reports or other publicly available information, as well as other information based on our internal sources. Although we believe the market and industry data included in this prospectus are reliable and are based on reasonable assumptions, these data involve many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in these publications and reports.
Certain information included in this prospectus concerning our industry and the markets served by us, including our market share, is also based on our good-faith estimates derived from our management’s knowledge of the industry and other information currently available to us.
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TRADEMARKS, SERVICE MARKS AND TRADE NAMES
We have proprietary rights to trademarks used in this prospectus that are important to our business that are to be subject to prosecution before the respective national intellectual property organizations responsible for trademark registration. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus are without the ®, ™ and other similar symbols, but the absence of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.
This prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other person.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that are based on our management’s beliefs, expectations, and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. The forward-looking statements are contained in, but not limited to, the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
| ● | our goal and strategies; | |
| ● | our future business development, financial condition and results of operations; | |
| ● | expected changes in our revenue, costs or expenditures; | |
| ● | growth of and competition trends in our industry; | |
| ● | our expectations regarding demand for, and market acceptance of, our products; | |
| ● | our expectations regarding our relationships with investors, institutional funding partners and other parties with whom we collaborate; | |
| ● | fluctuations in general economic and business conditions in the markets in which we operate; and | |
| ● | relevant government policies and regulations relating to our industry. |
The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the effect of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
The forward-looking statements made by us in this prospectus speak only as of the date of this prospectus. Except to the extent required under the federal securities laws and rules and regulations of the Securities and Exchange Commission (“SEC”), we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.
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PROSPECTUS SUMMARY
The following summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider before investing in our securities. You should read this entire prospectus carefully, including the sections entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision.
Company Overview
We are a wellness consumer products company. We offer several over-the-counter (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, a jellyfish sting protective suncare line, and women’s sexual wellness products, catering to diverse health and wellness needs. Our method of operation ensures 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.
As of June 30, 2026, we were authorized to issue 100,000,000 shares of common stock, par value $0.001 per share. On July 9, 2026, stockholders approved an increase in that authorization to 500,000,000 shares, which becomes effective upon the filing and effectiveness of the corresponding amendment to our articles of incorporation with the Nevada Secretary of State. As of October 22, 2026, we had 10,468,226 shares of common stock outstanding .
We had nominal revenues and a loss of $6,278,191 for the year ended December 31, 2025 and nominal revenues and a net loss of $1,517,431 for the year ended December 31, 2024. For the six months ended June 30, 2026, we had no revenue and a net loss of $2,647,202, compared with revenue of $3,056 and a net loss of $1,199,353 for the six months ended June 30, 2025. At June 30, 2026, cash and cash equivalents were $1,820,365 and stockholders’ deficit was $2,707,709. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
We are a wellness consumer products company. We offer several over-the-counter (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, a jellyfish sting protective suncare line, and women’s sexual wellness products, catering to diverse health and wellness needs. Our method of operation ensures 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.
Recent Developments
On April 7, 2026, Nasdaq notified the Company that it did not satisfy the $2.5 million minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq denied the Company’s compliance plan and issued a delisting determination on July 15, 2026, which the Company appealed. Following completion of the Series B financing, the Company submitted information to Nasdaq reflecting preliminary, unaudited pro forma stockholders’ equity of $8,220,419 as of August 31, 2026, giving effect to the completed financing transactions as if they had occurred on that date. This estimate remains subject to final accounting and review and does not represent actual reported stockholders’ equity as of that date. Although management believes the financing has addressed the previously identified stockholders’ equity deficiency, the Company has not received formal written confirmation from Nasdaq that it has regained compliance. Accordingly, there can be no assurance that Nasdaq will determine that the Company has regained compliance or that the Company’s common stock will continue to be listed on the Nasdaq Capital Market.
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Series B Financing
Under the Securities Purchase Agreement dated August 21, 2026, we completed an initial closing on September 1, 2026 and a subsequent closing on September 11, 2026. The Company raised gross proceeds of $4,600,000 and $2,549,900, respectively, or $7,149,900 before offering expenses. We currently have 7,149.9 Series B Preferred Stock shares outstanding, representing $7,149,900 of stated value, and Warrants covering 7,149,900 common shares in each series before adjustments. This prospectus registers 24,513,943 common shares, consisting of 10,214,143 principal conversion shares at the original $0.70 conversion price, rounded up to a whole share, and 7,149,900 shares under each Warrant series. The October 9, 2026 Letter Agreement and Consent provides for a $0.266 floor on conversion and dividend-share pricing and both Warrant exercise prices, operative upon the conditions described below. We filed the implementing Series B certificate amendment on October 21, 2026. That floor does not increase the shares registered in this prospectus. Additional Registrable Securities resulting from later adjustments will require an additional resale registration statement under the Registration Rights Agreement. See “Series B Private Placement.”
Management Changes
Brian John ceased serving as Interim Chief Financial Officer and principal accounting officer and resigned as a director and Chairman on September 16, 2026. On September 18, 2026, Dr. Glynn Wilson became Chairman, and Brian R. Meadows, a director since September 4, 2026, became Chief Financial Officer and principal financial officer. See “Management” and “Executive Compensation.”
Licensing and Intellectual Property Developments
On June 1, 2026, we announced a revised licensing agreement with SanPellegrino Cosmetics Private Limited, effective May 21, 2026, covering Photocil and Hair Enzyme Booster. The revised agreement provides for a five-year initial term with automatic annual renewals and expands the licensed territories to include specified Latin American countries, Russia, Australia and New Zealand, in addition to India. On August 6, 2026, we announced that our portfolio included five issued U.S. patents covering those platforms, four for Hair Enzyme Booster and one for Photocil. See “Business.”
Series A Financing and Stockholder Approvals
On July 9, 2026, our stockholders approved the Additional Investment Right under the Series A financing, issuances upon conversion of Series A Preferred Stock and exercise of the related warrants in excess of 19.99% of the pre-financing outstanding common shares, and an increase in authorized common shares from 100,000,000 to 500,000,000, subject to effectiveness of the implementing charter amendment. The Series A financing’s second tranche generated $400,000 of subscription proceeds received in June 2026; final transaction documents were executed on July 10, 2026. Of those proceeds, $150,000 was applied to repurchase 150,000 shares from BK Investments LLC, an entity affiliated with our then-Chairman and Interim Chief Financial Officer Brian John; the shares were retired on July 16, 2026. The July approvals for the Series A financing do not themselves constitute approval of the separate Series B financing.
October Preferred Stock Amendments
On October 16, 2026, we filed an amendment to the Series A Certificate of Designation establishing a $0.16 minimum conversion price, subject to equitable adjustments for specified stock changes. The instrument states an intended economic effect as of September 22, 2026 to the fullest extent permitted by applicable law and provides that legal effectiveness is determined under Nevada law and the accepted filing. We filed the Series B Certificate of Designation amendment on October 21, 2026. The Series B and related Warrant floor amendments become operative at the Amendment Effective Time described under “Series B Private Placement,” subject to the required execution and delivery of the October 9 Letter Agreement and Consent. The Series A amendment does not change the number of shares registered in this Series B resale offering.
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Corporate Background
Caring Brands, Inc. was incorporated in State of Nevada on April 24, 2024. On May 13, 2024, an Amendment to the Articles of Incorporation was submitted with the State of Nevada to revise the par value to $0.001 per share, followed by an amendment on July 9, 2024 to add 1,000,000 preferred shares with a par value of $0.001 to the authorized share capital. Caring Brands was incorporated for the purpose of the separation of our business operation from Safety Shot, Inc. (now known as Bonk, Inc., but referenced to as “Safety Shot” in this Registration Statement and prospectus) and had not historically operated as a standalone company. Pursuant to the Separation and Exchange Agreement, we acquired 100% equity in Caring Brands Florida. Consequently, Caring Brands Florida now operates as an operating subsidiary of the Company.
Caring Brands, Inc., a Florida Corporation (“Caring Brands Florida”) was originally incorporated in the State of Florida on February 12, 2020, under the name Jupiter Wellness Inc. In June 2020, Articles of Amendment were filed with the Florida Department of State Division of Corporations to amend the articles of incorporation to change the name of the company to Caring Brands, Inc.
Our principal business address is 130 S Indian River Drive, Suite 202 pbm# 1232, Fort Pierce, FL 34950. We are currently authorized to issue a total of 100,000,000 shares of common stock with a par value of $0.001. As of October 22, 2026, we had 10,468,226 shares of common stock issued and outstanding. CaringBrands .com is our primary corporate website, which will serve as the primary source of information about us for investors and will contain press releases, clinical trial pipeline, lab reports, blog posts, and additional information about each of our brands. Information contained on or accessible through this website is not a part of this report, and the inclusion of such website address in this report is an inactive textual reference only.
Implications of Being an Emerging Growth Company
We are 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 we 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 of 2002 (the “Sarbanes-Oxley Act”); reduced obligations with respect to financial data, including presenting only two years of audited financial statements in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved; and an exemption from compliance with the requirement of the Public Company Accounting Oversight Board (the “PCAOB”) regarding the communication of critical audit matters in the auditor’s report on the financial statements.
In addition, pursuant to the JOBS Act, as an emerging growth company we have elected to take advantage of an extended transition period for complying with new or revised accounting standards. This effectively permits us to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of the public company effective dates.
We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the consummation of our initial public offering in November 2025. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Implications of Being a Smaller Reporting Company
As a “smaller reporting company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in addition to providing reduced disclosure about our executive compensation arrangements and business developments, among other reduced disclosure requirements available to smaller reporting companies, we present only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.
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THE OFFERING
| Securities Offered by the Selling Stockholders | Up to 24,513,943 shares of Common Stock: (i) 10,214,143 principal conversion shares underlying 7,149.9 outstanding Series B Preferred Stock shares, calculated at the original $0.70 conversion price and rounded up to a whole share; (ii) 7,149,900 Series A Warrant shares at the original $0.825 exercise price; and (iii) 7,149,900 Series B Warrant shares at the original $0.95 exercise price. The prices are subject to adjustment. The $0.266 floor amendment does not increase this registration amount; additional shares resulting from subsequent adjustments will be addressed through an additional resale registration statement as required by the Registration Rights Agreement. | |
| Shares of Common Stock to be Outstanding Immediately Before this Offering | 10,468,226 shares as of October 22, 2026. | |
Shares of Common Stock to be Outstanding Immediately After this Offering (1) |
34,982,169 shares, assuming issuance of all 24,513,943 shares covered by this prospectus upon conversion of the Series B Preferred Stock at the original $0.70 conversion price and exercise of the unadjusted Warrants, with none of those shares already included in the 10,468,226 shares outstanding as of October 22, 2026. This is an illustrative fully-issued amount, not the result of resale transactions alone; resales do not increase shares outstanding. | |
| Use of Proceeds | We will receive no proceeds from resales or preferred-stock conversions. Cash exercise of the current unadjusted Warrants at their initial prices would yield $5,898,667.50 from Series A Warrants and $6,792,405 from Series B Warrants, or $12,691,072.50 in total. Cashless exercises yield no cash proceeds. See “Use of Proceeds.” | |
| Plan of Distribution | The Selling Stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. Registration of the Common Stock covered by this prospectus does not mean, however, that such shares necessarily will be offered or sold. See “Plan of Distribution.” | |
| Risk Factors | Investing in our securities involves significant risks. See “Risk Factors” in this prospectus for the factors you should consider before investing. | |
| Trading Symbol | Our common stock is listed on The Nasdaq Capital Market under the symbol “CABR”. |
| (1) | The outstanding-share calculation is based on 10,468,226 shares outstanding as of October 22, 2026, includes only the additional shares issuable in the assumptions above, and excludes the following securities not covered by this prospectus: |
| ● | 27,166,117 shares issuable upon exercise of warrants outstanding as of September 30, 2026, at a weighted-average exercise price of $0.89. | |
| ● | 45,872 shares potentially remaining from the 45,872 RSUs outstanding as of September 30, 2026 | |
| ● | 325,000 stock options outstanding as of September 30, 2026, at a weighted-average exercise price of $1.22. | |
| ● | 209,050 shares reserved for future Plan awards as of December 31, 2025, as shown in the equity compensation plan table. | |
| ● | 9,631,715 shares issuable upon conversion of outstanding Series A Preferred Stock excluding accrued dividends as of September 30, 2026.1 |
1 Series A Preferred Stock: the Company has outstanding Series A Convertible Preferred Stock with an aggregate stated value of $3,852,686, after having given to effect to prior conversions resulting in the issuance of 950,000 common shares. Based on the original conversion price of $0.40 per share, the remaining Series A Preferred Stock is convertible into 9,631,715 shares of common stock., excluding accrued dividends and any future adjustments to the conversion price.
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RISK FACTORS
Investing in our securities involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this prospectus, before purchasing our securities. We have listed below (not necessarily in order of importance or probability of occurrence) what we believe to be the most significant risk factors applicable to us, but they do not constitute all of the risks that may be applicable to us. Any of the following factors could harm our business, financial condition, results of operations or prospects, and could result in a partial or complete loss of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section titled “Cautionary Statement Regarding Forward-Looking Statements”.
We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.
Risks Related to Our Business
Caring Brands has a limited operating history, which makes it difficult to accurately evaluate our business prospects.
We have a limited operating history upon which an evaluation of its business plan or performance and prospects can be made. The business and prospects of the Company must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with a newly established business and new industry. The risks include, but are not limited to, the possibility that we will not be able to develop functional and scalable products and services, or that although functional and scalable, our products and services will not be economical to market; that our competitors hold proprietary rights that preclude us from marketing such products; that our competitors market a superior or equivalent product; that we are not able to upgrade and enhance our technologies and products to accommodate new features and expanded service offerings; or the failure to receive necessary regulatory clearances for our products. To successfully introduce and market our products at a profit, we must establish brand name recognition and competitive advantages for our products. There are no assurances that we can successfully address these challenges. If it is unsuccessful, we and our business, financial condition and operating results could be materially and adversely affected.
The current and future expense levels are based largely on estimates of planned operations and future revenues rather than experience. It is difficult to accurately forecast future revenues because our business is new and our market has not been developed. If our forecasts prove incorrect, the business, operating results and financial condition of the Company may be materially and adversely affected. Moreover, we may be unable to adjust our spending in a timely manner to compensate for any unanticipated reduction in revenues. As a result, any significant reduction in revenues may immediately and adversely affect our business, financial condition and operating results.
Our financial situation creates doubt whether we will continue as a going concern.
Since inception, the Company has had limited operations, and has a working capital deficiency. This deficiency and lack of operations raise substantial doubt about the Company’s ability to continue as a going concern. There can be no assurances that we will be able to achieve a level of revenue adequate to generate sufficient cash flow from operations or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment.
If we are unable to keep up with rapid technological changes, our products may become obsolete.
The market for our products is characterized by significant and rapid change. Although we will continue to expand our product line capabilities in order to remain competitive, research and discoveries by others may make our processes, products or brands less attractive or even obsolete.
We may not have adequate capital to fund our business.
If our entire original capital is fully expended and additional costs cannot be funded from borrowings or capital from other sources, then our financial condition, results of operations, and business performance would be materially adversely affected. We may not be able to raise needed additional capital or financing due to market conditions or for regulatory or other reasons. We cannot assure that we will have adequate capital to conduct our business.
Competition could adversely affect our business.
Our industry in general is competitive. It is possible that future competitors could enter our market, thereby causing us to lose market share and revenues. In addition, some of our current or future competitors may have significantly greater financial, technical, marketing and other resources than we do or may have more experience or advantages in the markets in which we will compete that will allow them to offer lower prices or higher quality products. If we do not successfully compete with these competitors, we could fail to develop market share and our future business prospects could be adversely affected.
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We may not be able to successfully compete against companies with substantially greater resources.
The skin care and hair growth product markets are intensely competitive, and we expect competition to intensify further in the future. We are subject to intense competition from cosmetic company competitors who have been on the market longer than us and which are manufactured and marketed by competitors with more resources and brand recognition than us. We cannot assure you that our products will compete effectively and experience continuing and growing sales. As a supplier, we compete with several larger and better-known companies that specialize in supplying and distributing a vast array of consumer goods to retailers. Barriers to entry are relatively low, and current and new competitors can launch new products that compete in the marketplace. We currently or potentially compete with a number of other companies, including a number of large health and medical therapy, cosmetics, and consumer product brand name manufacturers that have greater financial and managerial resources, more experience in developing products, and greater name recognition than we have.
If we are unable to develop and maintain our brand and reputation for our product offerings, our business and prospects could be materially harmed.
Our business and prospects depend, in part, on developing and then maintaining and strengthening our brand and reputation in the markets we serve. If problems with our products cause our customers to have a negative experience or failure or delay in the delivery of our products to our customers, our brand and reputation could be diminished. If we fail to develop, promote and maintain our brand and reputation successfully, our business and prospects could be materially harmed.
We depend heavily on key personnel, and turnover of key senior management could harm our business.
Our future business and results of operations depend in significant part upon the continued contributions of our senior management personnel. If we lose their services or if they fail to perform in their current positions, or if we are not able to attract and retain skilled personnel as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key personnel in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future. We may not have written employment agreements with all of our senior management. We do not have any key person insurance.
We are subject to government regulation, and unfavorable changes could substantially harm our business and results of operations.
We are subject to general business regulations and laws as well as regulations and laws specifically governing our industries in the U.S. and other countries in which we operate. Uncertainty surrounding existing and future laws and regulations may impede our services and increase the cost of providing such services. These regulations and laws may cover taxation, tariffs, user pricing, distribution, consumer protection and the characteristics and quality of services.
Our products may not meet health and safety standards or could become contaminated.
We do not have control over all of the third parties involved in the manufacturing of our products and their compliance with government health and safety standards. Even if our products meet these standards, they could otherwise become contaminated. A failure to meet these standards or contamination could occur in our operations or those of our manufacturers, distributors or suppliers. This could result in expensive production interruptions, recalls and liability claims. Moreover, negative publicity could be generated from false, unfounded or nominal liability claims or limited recalls. Any of these failures or occurrences could negatively affect our business and financial performance.
The sale of our products involves product liability and related risks that could expose us to significant insurance and loss expenses.
We face an inherent risk of exposure to product liability claims if the use of our products results in, or is believed to have resulted in, illness or injury. Our products contain combinations of ingredients, and there is little long-term experience with the effect of these combinations. In addition, interactions of these products with other products, prescription medicines and over-the-counter treatments have not been fully explored or understood and may have unintended consequences.
Any product liability claim may increase our costs and adversely affect our revenue and operating income. Moreover, liability claims arising from a serious adverse event may increase our costs through higher insurance premiums and deductibles and may make it more difficult to secure adequate insurance coverage in the future. In addition, our product liability insurance may fail to cover future product liability claims, which, if adversely determined, could subject us to substantial monetary damages.
The success of our business will depend upon our ability to create and expand our brand awareness.
The skin care and hair growth markets we intend to compete in are highly competitive, with many well-known brands leading the industry. Our ability to compete effectively and generate revenue will be based upon our ability to create and expand awareness of our products distinct from those of our competitors. It is imperative that we are able to convey to consumers the benefits of our products. However, advertising and packaging and labeling of such products will be limited by various regulations. Our success will be dependent upon our ability to convey to consumers that our products are superior to those of our competitors.
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We must develop and introduce new products to succeed.
Our industry is subject to rapid change. New products are constantly introduced to the market. Our ability to remain competitive depends in part on our ability to enhance existing products, to develop and manufacture new products in a timely and cost-effective manner, to accurately predict market transitions, and to effectively market our products. Our future financial results will depend to a great extent on the successful introduction of several new products. We cannot be certain that we will be successful in selecting, developing, manufacturing and marketing new products or in enhancing existing products.
The success of new product introductions depends on various factors, including, without limitation, the following:
| ● | Successful sales and marketing efforts; | |
| ● | Timely delivery of new products; | |
| ● | Availability of raw materials; | |
| ● | Pricing of raw materials; | |
| ● | Regulatory allowance of the products; and | |
| ● | Customer acceptance of new products |
We cannot assure you that we will develop additional products in the future.
We have developed skin care and hair growth products lines. The lack of product diversity could adversely affect our financial condition and operating results and expose investors to a complete loss of their investment in us if our existing products fail to achieve sufficient sales to maintain us or enable us to earn a profit.
Adverse publicity associated with our products or ingredients, or those of similar companies, could adversely affect our sales and revenue.
Adverse publicity concerning any actual or purported failure by us to comply with applicable laws and regulations regarding any aspect of our business could have an adverse effect on the public perception of us. This, in turn, could negatively affect our ability to obtain financing, endorsers and attract distributors or retailers for our products, which would have a material adverse effect on our ability to generate sales and revenue.
Our distributors’ and customers’ perception of the safety and quality of our products or even similar products distributed by others can be significantly influenced by national media attention, publicized scientific research or findings, product liability claims and other publicity concerning our products or similar products distributed by others. Adverse publicity, whether or not accurate, that associates consumption of our products or any similar products with illness or other adverse effects, will likely diminish the public’s perception of our products. Claims that any products are ineffective, inappropriately labeled or have inaccurate instructions as to their use, could have a material adverse effect on the market demand for our products, including reducing our sales and revenue.
We do not have and may never have any products on the market that have been approved by the FDA for the treatment of disease. The labelling of Photocil was registered with the FDA and is an OTC product. The labelling of Photocil and Minoxidil Booster were approved by the Indian regulatory authorities. Our business is highly dependent upon complying with regulations for cosmetic and OTC product from various U.S. and international governmental agencies.
If we decided to commercialize a product labelled for the treatment of any disease, we must obtain regulatory approvals of such treatment for that indication. Satisfying regulatory requirements is an expensive process that typically takes many years and involves compliance with requirements covering research and development, testing, manufacturing, quality control, labeling, and promotion of drugs for human use. To obtain necessary regulatory approvals, we must, among other requirements, complete clinical trials demonstrating that our products are safe and effective for a particular indication. There can be no assurance that our products will prove to be safe and effective, that our clinical trials will demonstrate the necessary safety and effectiveness of our product candidates, or that we will succeed in obtaining regulatory approval for any treatment we develop even if such safety and effectiveness are demonstrated. Our current products comply with the FDA requirements for cosmetic/OTC products and do not require additional clinical trials or FDA approval for their sale.
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Any delays or difficulties we encounter in future clinical trials may delay or preclude regulatory approval from the FDA or from international regulatory organizations. Any delay or preclusion of regulatory approval would be expected to delay or preclude the commercialization of future products. Examples of delays or difficulties that we may encounter in our clinical trials include without limitation the following:
| ● | Clinical trials may not yield sufficiently conclusive results for regulatory agencies to approve the use of our products; | |
| ● | Our products may fail to be more effective than current therapies, or to be effective at all; | |
| ● | We may discover that our products have adverse side effects, which could cause our products to be delayed or precluded from receiving regulatory approval or otherwise expose us to significant commercial and legal risks; | |
| ● | It may take longer than expected to determine whether or not a treatment is effective; | |
| ● | Patients involved in our clinical trials may suffer severe adverse side effects even up to death, whether as a result of treatment with our products, the withholding of such treatment, or other reasons (whether within or outside of our control); | |
| ● | We may fail to be able to enroll a sufficient number of patients in our clinical trials; | |
| ● | Patients enrolled in our clinical trials may not have the characteristics necessary to obtain regulatory approval for a particular indication or patient population; | |
| ● | We may be unable to produce sufficient quantities of product to complete the clinical trials; | |
| ● | Even if we are successful in our clinical trials, any required governmental approvals may still not be obtained or, if obtained, may not be maintained; | |
| ● | If approval for commercialization is granted, it is possible the authorized use will be more limited than is necessary for commercial success, or that approval may be conditioned on completion of further clinical trials or other activities, which will cause a substantial increase in costs and which we might not succeed in performing or completing; and | |
| ● | If granted, approval may be withdrawn or limited if problems with our products emerge or are suggested by the data arising from their use or if there is a change in law or regulation. |
Any success we may achieve at a given stage of our clinical trials does not guarantee that we will achieve success at any subsequent stage, including without limitation final FDA approval.
We may encounter delays or rejections in the regulatory approval process because of additional government regulation resulting from future legislation or administrative action, or from changes in the policies of the FDA or other regulatory bodies during the period of product development, clinical trials, or regulatory review. Failure to comply with applicable regulatory requirements may result in criminal prosecution, civil penalties, recall or seizure of products, total or partial suspension of production, or an injunction preventing certain activity, as well as other regulatory action against our product candidates or us. We have no experience in successfully obtaining regulatory approval for a product and thus may be poorly equipped to gauge, and may prove unable to manage, risks relating to obtaining such approval.
Our Hair Enzyme Booster (JW-700), previously known as Minoxidil Booster, was initially developed by Applied Biology Inc. and was acquired by Safety Shot (then Jupiter Wellness) in June 2022 through an asset purchase agreement. The product received labelling approval as a cosmetic from the Central Drugs Standard Control Organization (CDSCO), in compliance with India’s cosmetic product guidelines, and is currently being manufactured and sold in India through our agreement with Cosmofix and San Pellegrino Cosmetics. Hair Enzyme Booster (JW-700) was launched on Amazon on October 28, 2024, and became available on NOVODX’s e-commerce platform on December 11, 2024. We are currently in the early stages of commercialization and are refining our marketing strategies for both platforms. Sales have been minimal during this initial soft launch period as we optimize our marketing approach and distribution channels. As of the date of this prospectus, the Hair Enzyme Booster (JW-700) is currently only for sale on Amazon.
Outside the U.S., including India, our ability to market a product is contingent upon receiving clearances from appropriate non-U.S. regulatory authorities. Non-U.S. regulatory approval typically includes all of the risks associated with FDA clearance discussed above as well as geopolitical uncertainties and the additional uncertainties and potential prejudices faced by U.S. pharmaceutical companies conducting business abroad. In certain cases, pricing restrictions and practices can make achieving even limited profitability very difficult.
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We have limited experience in completing regulatory filings and any delays in regulatory filings could materially affect our financial condition.
Although we have significant expertise in developing products and working with external manufacturers we have limited experience in obtaining marketing approvals, manufacturing or conduct sales and marketing activities necessary for the successful commercialization of a product. Consequently, we have no historical basis as a company by which one can evaluate or predict reliably our future success or viability.
Additionally, while our team has experience at prior companies with regulatory filings, we have limited experience with regulatory filings with agencies such as the FDA or the European Medicines Agency, or EMA, and will rely on third-party expertise to help us. Any delay in our regulatory filings for our product candidates, and any adverse development or perceived adverse development with respect to the applicable regulatory authority’s review of such filings, including, without limitation, the FDA’s issuance of a “refuse to file” letter or a request for additional information, could materially affect our financial condition.
If serious adverse or undesirable side effects are identified during the development of our product candidates, we may abandon or limit our development or commercialization of such product candidates.
If our product candidates are associated with undesirable side effects or have unexpected characteristics, we may need to abandon their development or limit development to certain uses or subpopulations in which the undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective.
If we experience delays or difficulties in the enrollment of subjects to our clinical trials, our receipt of necessary regulatory approvals could be delayed or prevented, which could materially affect our financial condition.
The timing of any future clinical trials depends on our ability to recruit patients to participate as well as to subsequently dose these patients and complete required follow-up periods.
In addition, we may experience enrollment delays related to increased or unforeseen regulatory, legal and logistical requirements at certain clinical trial sites. These delays could be caused by reviews by regulatory authorities and contractual discussions with individual clinical trial sites. Any delays in enrolling and/or dosing patients in our planned clinical trials could result in increased costs, delays in advancing our product candidates, delays in testing the effectiveness of our product candidates or in termination of the clinical trials altogether.
Patient enrollment may be affected if our competitors have ongoing clinical trials with products for the same indications as our product candidates, and patients who would otherwise be eligible for our clinical trials instead enroll in our competitors’ clinical trials. Patient enrollment may also be affected by other factors, including:
| ● | coordination with clinical research organizations to enroll and administer the clinical trials; |
| ● | coordination and recruitment of collaborators and investigators at individual sites; | |
| ● | size of the patient population and process for identifying patients; | |
| ● | design of the clinical trial protocol; | |
| ● | eligibility and exclusion criteria; | |
| ● | perceived risks and benefits of the product candidates under study; | |
| ● | availability of competing commercially available therapies and other competing products’ clinical trials; | |
| ● | time of year in which the trials are initiated or conducted; | |
| ● | severity of the diseases under investigation; |
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| ● | ability to obtain and maintain subject consents; | |
| ● | ability to enroll and treat patients in a timely manner; | |
| ● | risk that enrolled subjects will drop out before completion of the trials; | |
| ● | proximity and availability of clinical trial sites for prospective patients; | |
| ● | ability to monitor subjects adequately during and after treatment; and | |
| ● | patient referral practices of physicians. |
Our inability to enroll a sufficient number of patients for clinical trials would result in significant delays and could require us to abandon one or more clinical trials altogether. Enrollment delays in these clinical trials may result in increased development costs for our product candidates, which could materially affect our financial condition.
If we or our licensees, development collaborators, or suppliers are unable to manufacture our products in sufficient quantities or at defined quality specifications, or are unable to obtain regulatory approvals for the manufacturing facility, we may be unable to develop or meet demand for our products and lose time to market and potential revenues.
Completion of our clinical trials and commercialization of our product candidates require access to, or development of, facilities to manufacture a sufficient supply of our product candidates. We intend to utilize third parties to manufacture NoStingz, Photocil, CB-101 and the Hair Enzyme Booster (JW-700).
In the future we may become unable, for various reasons, to rely on our sources for the manufacture of our product candidates, either for clinical trials or, at some future date, for commercial distribution. We may not be successful in identifying additional or replacement third-party manufacturers, or in negotiating acceptable terms with any we do identify. We may face competition for access to these manufacturers’ facilities and may be subject to manufacturing delays if the manufacturers give other clients higher priority than they give to us. Even if we are able to identify an additional or replacement third-party manufacturer, the delays and costs associated with establishing and maintaining a relationship with such manufacturer may have a material adverse effect on us.
Before we can begin to commercially manufacture CB-101 or any other product candidate, we must obtain regulatory approval of the manufacturing facility and process. Manufacturing of drugs for clinical and commercial purposes must comply with current Good Manufacturing Practices requirements, commonly known as “cGMP.” The cGMP requirements govern quality control and documentation policies and procedures. Complying with cGMP and non-U.S. regulatory requirements will require that we expend time, money, and effort in production, recordkeeping, and quality control to ensure that the product meets applicable specifications and other requirements. We, or our contracted manufacturing facility, must also pass a pre-approval inspection prior to FDA approval. Failure to pass a pre-approval inspection may significantly delay or prevent FDA approval of our products. If we fail to comply with these requirements, we would be subject to possible regulatory action and may be limited in the jurisdictions in which we are permitted to sell our products and will lose time to market and potential revenues.
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It is uncertain whether product liability insurance will be adequate to address product liability claims, or that insurance against such claims will be affordable or available on acceptable terms in the future.
Clinical research involves the testing of new drugs on human volunteers pursuant to a clinical trial protocol. Such testing involves a risk of liability for personal injury to or death of patients due to, among other causes, adverse side effects, improper administration of the new drug, or improper volunteer behavior. Claims may arise from patients, clinical trial volunteers, consumers, physicians, hospitals, companies, institutions, researchers, or others using, selling, or buying our products, as well as from governmental bodies. In addition, product liability and related risks are likely to increase over time, in particular upon the commercialization or marketing of any products by us or parties with which we enter into development, marketing, or distribution collaborations. Although we are contracting for general liability insurance in connection with our ongoing business, there can be no assurance that the amount and scope of such insurance coverage will be appropriate and sufficient in the event any claims arise, that we will be able to secure additional coverage should we attempt to do so, or that our insurers would not contest or refuse any attempt by us to collect on such insurance policies. Furthermore, there can be no assurance that suitable product liability insurance (at the clinical stage and/or commercial stage) will continue to be available on terms acceptable to us or at all, or that, if obtained, the insurance coverage will be appropriate and sufficient to cover any potential claims or liabilities.
If the market opportunities for our current and potential future drug candidates are smaller than we believe they are, our ability to generate product revenues may be adversely affected and our business may suffer.
Our understanding of the number of people who suffer from dermatitis or eczema, whom CB-101 may have the potential to treat, is based upon current market estimates.
If we are unable to establish relationships with licensees or collaborators to carry out sales, marketing, and distribution functions or to create effective marketing, sales, and distribution capabilities, we will be unable to market our products successfully.
Our business strategy may include out-licensing product candidates to or collaborating with larger firms with experience in marketing and selling pharmaceutical products. There can be no assurance that we will successfully be able to establish marketing, sales, or distribution relationships with any third-party, that such relationships, if established, will be successful, or that we will be successful in gaining market acceptance for any products we might develop. To the extent that we enter into any marketing, sales, or distribution arrangements with third parties, our product revenues per unit sold are expected to be lower than if we marketed, sold, and distributed our products directly, and any revenues we receive will depend upon the efforts of such third parties.
If we are unable to establish such third-party marketing and sales relationships, or choose not to do so, we would have to establish in-house marketing and sales capabilities. To market any products directly, we would have to establish a marketing, sales, and distribution force that has technical expertise and could support a distribution capability. Competition in the biopharmaceutical industry for technically proficient marketing, sales, and distribution personnel is intense and attracting and retaining such personnel may significantly increase our costs. There can be no assurance that we will be able to establish internal marketing, sales, or distribution capabilities or that these capabilities will be sufficient to meet our needs.
Our ability to market our products in the United States depends on their regulatory classification and compliance with applicable regulations.
While we believe our products either qualify as cosmetics or comply with applicable USP monographs, the FDA may disagree with our determinations. If the FDA determines that any of our products require pre-market approval or do not comply with applicable monographs, we may need to:
| - | Reformulate products | |
| - | Undergo FDA approval process | |
| - | Submit additional data | |
| - | Cease marketing until compliance is achieved | |
| - | Face enforcement action |
Such events could significantly impact our operations and ability to generate revenue.
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Commercial success of our OTC/Cosmetic product candidates will depend on the acceptance of these products by physicians, payers, and patients.
Any of our OTC/Cosmetic product candidate that we may develop, may not gain market acceptance among physicians and patients. Market acceptance of and demand for any of our OTC/Cosmetic product candidates that we may develop will depend on many factors, including without limitation:
| ● | Comparative superiority of the effectiveness and safety in the treatment of the disease indication compared to alternative treatments; | |
| ● | Less prevalence and severity of adverse side effects; | |
| ● | Potential advantages over alternative treatments; | |
| ● | Cost effectiveness; | |
| ● | Convenience and ease of administration; | |
| ● | Sufficient third-party coverage and/or reimbursement; | |
| ● | Strength of sales, marketing and distribution support; and | |
| ● | Our ability to provide acceptable evidence of safety and efficacy. |
If any non-OTC product candidate developed by us receives regulatory approval but does not achieve an adequate level of market acceptance by physicians, payers, and patients, we may generate insufficient, little, or no product revenue and may not become profitable.
In addition, pandemics, such as COVID-19, could decrease consumer spending and adversely affect demand for our products.
If we obtain FDA approval for any of our product candidates, we will be subject to various federal and state fraud and abuse laws; these laws may impact, among other things, our proposed sales, marketing and education programs. Fraud and abuse laws are expected to increase in breadth and in detail, which will likely increase our operating costs and the complexity of our programs to insure compliance with such enhanced laws.
If we obtain FDA approval for any of our product candidates and begin commercializing those products in the U.S., our operations may be directly, or indirectly through our customers, distributors, or other business partners, subject to various federal and state fraud and abuse laws, including, without limitation, anti-kickback statutes and false claims statutes which may increase our operating costs. These laws may impact, among other things, our proposed sales, marketing and education programs.
If our operations are found to be in violation of any of the federal and state fraud and abuse laws or any other governmental regulations that apply to us, we may be subject to criminal actions and significant civil monetary penalties, which would adversely affect our ability to operate our business and our results of operations.
If our operations are found to be in violation of any of the federal and state fraud and abuse laws, including, without limitation, anti-kickback statutes and false claims statutes or any other governmental regulations that apply to us, we may be subject to penalties, including criminal and significant civil monetary penalties, damages, fines, imprisonment, exclusion from participation in government healthcare programs, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations. To the extent that any of our product candidates are ultimately sold in a foreign country, we may be subject to similar foreign laws and regulations, which may include, for instance, applicable post-marketing requirements, including safety surveillance, anti-fraud and abuse laws, and implementation of corporate compliance programs and reporting of payments or transfers of value to healthcare professionals.
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Natural disasters and other events beyond our control could materially adversely affect us.
Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Such events could make it difficult or impossible for us to deliver our services to our customers and could decrease demand for our services. The World Health Organization declared the COVID-19 outbreak a pandemic. The extent of the impact of any similar outbreak, the impact on our customers and employees, may be uncertain and we may not be able to predict the impact on our business and operations.
We may not meet our product development and commercialization milestones.
We have established milestones, based upon our expectations regarding our technologies at that time, which we use to assess our progress toward developing our products. These milestones relate to technology and design improvements as well as dates for achieving development goals. If our products exhibit technical defects or are unable to meet cost or performance goals, our commercialization schedule could be delayed and potential purchasers of our initial commercial products may decline to purchase such products or may opt to pursue alternative products.
We may also experience shortages equipment due to manufacturing difficulties. Multiple suppliers provide the components used in manufacturing our products. Our manufacturing operations could be disrupted by fire, earthquake or other natural disaster, a labor-related disruption, failure in supply or other logistical channels, electrical outages or other reasons. If there were a disruption to manufacturing facilities, we would be unable to manufacture until we have restored and re-qualified our manufacturing capability or developed alternative manufacturing facilities.
Our operations in international markets involve inherent risks that we may not be able to control.
Our business plan includes the marketing and sale of our proposed products in international markets. Accordingly, our results could be materially and adversely affected by a variety of uncontrollable and changing factors relating to international business operations, including:
| ● | Macroeconomic conditions adversely affecting geographies where we intend to do business; | |
| ● | Foreign currency exchange rates; | |
| ● | Political or social unrest or economic instability in a specific country or region; | |
| ● | Higher costs of doing business in foreign countries; | |
| ● | Infringement claims on foreign patents, copyrights or trademark rights; | |
| ● | Difficulties in staffing and managing operations across disparate geographic areas; | |
| ● | Difficulties associated with enforcing agreements and intellectual property rights through foreign legal systems; | |
| ● | Trade protection measures and other regulatory requirements, which affect our ability to import or export our products from or to various countries; | |
| ● | Adverse tax consequences; | |
| ● | Unexpected changes in legal and regulatory requirements; | |
| ● | Military conflict, terrorist activities, natural disasters and medical epidemics; and | |
| ● | Our ability to recruit and retain channel partners in foreign jurisdictions. |
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Risks Relating to the Separation
We have a limited operating history as a publicly traded company, and our historical financial information is not necessarily representative of the results we would have achieved as a publicly traded company and may not be a reliable indicator of our future results.
We derived the historical financial information included in this prospectus in part from Safety Shot’s consolidated financial statements, and this information does not necessarily reflect the results of operations and financial position we would have achieved as a separate publicly traded company during the periods presented or those that we will achieve in the future. This is primarily because of the following factors:
| ● | Prior to the Separation, we operated as part of Safety Shot’s broader corporate organization, and Safety Shot performed various administrative functions for us and our historical financial information does not reflect allocations any of these costs from Safety Shot as they are not material. | |
| ● | Our historical financial information does not reflect changes that we expect to experience in the future as a result of our separation from Safety Shot, including changes in our cost structure, personnel needs, tax structure, financing and business operations. As part of Safety Shot, we enjoyed certain benefits from Safety Shot’s operating diversity, size, borrowing leverage and available capital for investments, and we may lose these benefits after the Separation. As a separate entity, we may be unable to purchase services and technologies or access capital markets on terms as favorable to us as those we obtained as part of Safety Shot prior to the Separation. |
Following the Separation, we have been responsible for the additional costs associated with being a publicly traded company, including costs related to corporate governance, investor and public relations and public reporting.
In addition, certain costs incurred by Safety Shot, including accounting, legal, occupancy, information technology and other shared services, have historically been provided to us by Safety Shot. During the year ended December 31, 2024, the Company began to provide most of these services ourselves. Therefore, our historical financial statements may not be indicative of our future performance as a separate publicly traded company. We cannot assure you that our operating results will continue at a similar level when we are a separate publicly traded company. For additional information about our past financial performance and the basis of presentation of our financial statements, see “Operating and Financial Review and Prospects” and our historical financial statements and the notes thereto included elsewhere in this prospectus.
We may not be able to access the credit and capital markets at the times and in the amounts needed on acceptable terms.
From time to time we may need to access the capital markets to obtain long-term and short-term financing. We have not previously accessed the capital markets as a separate public company, and our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including our financial performance, our credit ratings or absence thereof, the liquidity of the overall capital markets and the state of the economy. We cannot assure you that we will have access to the capital markets at the times and in the amounts needed or on terms acceptable to us.
The insurance that we maintain may not fully cover all potential exposures.
We maintain liability insurance but such insurance may not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We are potentially at risk if one or more of our insurance carriers fail. Additionally, severe disruptions in the domestic and global financial markets could adversely impact the ratings and survival of some insurers. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly on coverage that we maintain.
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Some of our directors and executive officers own Safety Shot common stock or options to acquire Safety Shot common stock and hold positions with Safety Shot, which could cause conflicts of interest, or the appearance of conflicts of interest, that result in our not acting on opportunities we otherwise may have.
Some of our directors and executive officers own Safety Shot common stock, restricted shares of Safety Shot stock or options to purchase Safety Shot common stock. Ownership of Safety Shot common stock, restricted shares of Safety Shot common stock and options to purchase Safety Shot Common Stock by our directors and executive officers and the presence of executive officers or directors of Safety Shot on our board of directors could create, or appear to create, conflicts of interest with respect to matters involving both us and Safety Shot that could have different implications for Safety Shot than they do for us. For example, potential conflicts of interest could arise in connection with the resolution of any dispute between Safety Shot and us regarding terms of the Amended and Restated Exchange Agreement governing the separation and the relationship between Safety Shot and us thereafter. Potential conflicts of interest could also arise if we enter into commercial arrangements with Safety Shot in the future. As a result of these actual or apparent conflicts of interest, we may be precluded from pursuing certain growth initiatives.
Risks Related to our Financial Position and Capital Needs
Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or other assets.
We may seek additional capital through a combination of private and public equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, existing ownership interests will be diluted and the terms of such financings may include liquidation or other preferences that adversely affect the rights of existing stockholders. Debt financings may be coupled with an equity component, such as warrants to purchase shares, which could also result in dilution of our existing stockholders’ ownership. The incurrence of indebtedness would result in increased fixed payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business and may result in liens being placed on our assets and intellectual property. If we were to default on such indebtedness, we could lose such assets and intellectual property.
Our potential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects, and we may be unable to effectively manage any growth associated with these new markets, which may increase the risk of your investment and could harm our business, financial condition, results of operations and cash flow.
Our proliferation into new markets may place a significant strain on our resources and increase demands on our executive management, personnel and systems, and our operational, administrative and financial resources may be inadequate. We may also not be able to effectively manage any expanded operations, or achieve planned growth on a timely or profitable basis, particularly if the number of customers using our technology significantly increases or their demands and needs change as our business expands. If we are unable to manage expanded operations effectively, we may experience operating inefficiencies, the quality of our products and services could deteriorate, and our business and results of operations could be materially adversely affected.
Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and ability to achieve profitability.
Our effective income tax rate in the future could be adversely affected by a number of factors including changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws. We regularly assess all of these matters to determine the adequacy of our tax provision which is subject to discretion. If our assessments are incorrect, it could have an adverse effect on our business and financial condition. There can be no assurance that income tax laws and administrative policies with respect to the income tax consequences generally applicable to us or to our subsidiaries will not be changed in a manner which adversely affects our shareholders.
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Risks Related to our Intellectual Property
We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.
A third party may sue us or one of our strategic collaborators for infringing its intellectual property rights. Likewise, we may need to resort to litigation to enforce licensed rights or to determine the scope and validity of third-party intellectual property rights.
The cost to us of any litigation or other proceeding relating to intellectual property rights, even if resolved in our favor, could be substantial, and the litigation would divert our efforts. Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. If we do not prevail in this type of litigation, we or our strategic collaborators may be required to pay monetary damages; stop commercial activities relating to the affected products or services; obtain a license in order to continue manufacturing or marketing the affected products or services; or attempt to compete in the market with a substantially similar product.
Uncertainties resulting from the initiation and continuation of any litigation could limit our ability to continue some of our operations. In addition, a court may require that we pay expenses or damages, and litigation could disrupt our commercial activities.
Any inability to protect our intellectual property rights could reduce the value of our products and brands, which could adversely affect our financial condition, results of operations and business.
Our business is partly dependent upon our trademarks, trade secrets, copyrights and other intellectual property rights. Effective intellectual property rights protection, however, may not be available under the laws of every country in which we and our sub-licensees may operate. There is a risk of certain valuable trade secrets, beyond what is described publicly in patents, being exposed to potential infringers. Regardless of our technology being protected by patents or otherwise, there is a risk that other companies may employ the technology without authorization and without recompensing us.
The efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. In addition, protecting our intellectual property rights is costly and time consuming. There is a risk that we may have insufficient resources to counter adequately such infringements through negotiation or the use of legal remedies. It may not be practicable or cost effective for us to fully protect our intellectual property rights in some countries or jurisdictions. If we are unable to successfully identify and stop unauthorized use of our intellectual property, we could lose potential revenue and experience increased operational and enforcement costs, which could adversely affect our financial condition, results of operations and business.
The intellectual property behind our products may include unpublished know-how as well as existing and pending intellectual property protection. All intellectual property protection eventually expires, and unpublished know-how is dependent on key individuals.
The commercialization of our licensed products is partially dependent upon know-how and trade secrets held by certain individuals working with and for us. Because the expertise runs deep in these few individuals, if something were to happen to any or all of them, the ability to properly manufacture our products without compromising quality and performance could be diminished greatly.
Knowledge published in the form of any future intellectual property has finite protection, as all patents and trademarks have a limited life and an expiration date. While continuous efforts will be made to apply for patents and trademarks if appropriate, there is no guarantee that additional patents or trademarks will be granted. The expiration of patents and trademarks relating to our products may hinder our ability to sub-license or sell our products for a long period of time without the development of a more complex licensing strategy.
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If we are not able to adequately protect our intellectual property, then we may not be able to compete effectively, and we may not be profitable.
Our existing proprietary rights may not afford remedies and protections necessary to prevent infringement, reformulation, theft, misappropriation and other improper use of our products by competitors. We own the formulations contained in our products and we consider these product formulations to be our critical proprietary property, which must be protected from competitors. Although trade secret, trademark, copyright and patent laws generally provide a certain level of protection, and we attempt to protect ourselves through contracts with manufacturers of our products, we may not be successful in enforcing our rights. In addition, enforcement of our proprietary rights may require lengthy and expensive litigation. We have attempted to protect some of the trade names and trademarks used for our products by registering them with the U.S. Patent and Trademark Office, but we must rely on common law trademark rights to protect our unregistered trademarks. Common law trademark rights do not provide the same remedies as are granted to federally registered trademarks, and the rights of a common law trademark are limited to the geographic area in which the trademark is actually used. Our inability to protect our intellectual property could have a material adverse impact on our ability to compete and could make it difficult for us to achieve a profit.
Risks Related to Ownership of Our Securities
We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company” as defined in the JOBS Act, and we intend to 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 and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.”
We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements is time-consuming and results in increased costs to us and could have a negative effect on our results of operations, financial condition or business.
As a public company, we are subject to the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth also will require us to commit additional management, operational and financial resources to identify new professionals to join our firm and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our results of operations, financial condition or business.
As an “emerging growth company” as defined in the JOBS Act, we intend to take advantage of certain temporary exemptions from various reporting requirements including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We may also delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, as permitted by the JOBS Act.
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Our management has limited experience in managing the day-to-day operations of a public company and, as a result, we may incur additional expenses associated with the management of our Company.
The management team is responsible for the operations and reporting of the Company. The requirements of operating as a public company are many and sometimes difficult to navigate. This may require us to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. If we lack cash resources to cover these costs of being a public company in the future, our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our potential results of operations, cash flow and financial condition after we commence operations.
Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new regulations from the SEC, have created uncertainty for public companies such as ours. These laws, regulations, and standards are subject to varying interpretations in many cases, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws, regulations, and standards have resulted in, and are likely to continue to result in, increased expense and significant management time and attention.
Certain of our stockholders hold a significant percentage of our outstanding voting securities, which could reduce the ability of minority stockholders to effect certain corporate actions.
As of October 22, 2026, our officers, directors and significant stockholders beneficially owned approximately 17.0% of our outstanding voting securities. Their holdings may give them significant influence over stockholder votes, including director elections and business combinations. Their interests may differ from those of other stockholders, and their ownership may facilitate or delay a change in control.
If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price could decline.
The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Once our common stock is quoted, if one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline.
Our issuance of additional common stock or preferred stock may cause our common stock price to decline, which may negatively impact your investment.
Issuances of a substantial number of additional shares of our common or preferred stock, or the perception that such issuances could occur, may cause prevailing market prices for our common stock to decline. In addition, our board of directors is authorized to issue additional series of shares of preferred stock without any action on the part of our stockholders. Our board of directors also has the power, without stockholder approval, to set the terms of any such series of shares of preferred stock that may be issued, including voting rights, conversion rights, dividend rights, preferences over our common stock with respect to dividends or if we liquidate, dissolve or wind up our business and other terms. If we issue cumulative preferred stock in the future that has preference over our common stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the market price of our common stock could decrease.
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Our common stock may become subject to the SEC’s penny stock rules and accordingly, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.
The SEC has adopted regulations, which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is less than $5.00 per share and therefore would be a “penny stock” according to SEC rules, unless we are listed on a national securities exchange. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:
| ● | Make a special written suitability determination for the purchaser; | |
| ● | Receive the purchaser’s prior written agreement to the transaction; | |
| ● | Provide the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and | |
| ● | Obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed. |
Although our common stock is not currently subject to these rules, if it were to become subject to such rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected. As a result, the market price of our securities may be depressed, and you may find it more difficult to sell your securities.
If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and have an adverse effect on the value of our securities.
As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Further, we will be required to report any changes in internal controls on a quarterly basis. In addition, we are required to furnish a report by management on the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We will design, implement, and test the internal controls over financial reporting required to comply with these obligations. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the value of our securities could be negatively affected. We also could become subject to investigations by the Commission or other regulatory authorities, which could require additional financial and management resources.
As an emerging growth company, our auditor will not be required to attest to the effectiveness of our internal controls.
Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting while we are an emerging growth company. This means that the effectiveness of our financial operations may differ from our peer companies in that they may be required to obtain independent registered public accounting firm attestations as to the effectiveness of their internal controls over financial reporting and we are not. While our management will be required to attest to internal control over financial reporting and we will be required to detail changes to our internal controls on a quarterly basis, we cannot provide assurance that the independent registered public accounting firm’s review process in assessing the effectiveness of our internal controls over financial reporting, if obtained, would not find one or more material weaknesses or significant deficiencies. Further, once we cease to be an emerging growth company and cease to be a smaller reporting company (as described below), we will be subject to independent registered public accounting firm attestation regarding the effectiveness of our internal controls over financial reporting. Even if management finds such controls to be effective, our independent registered public accounting firm may decline to attest to the effectiveness of such internal controls and issue a qualified report.
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Risks Related to Ownership of Our Common Stock
Our management has limited experience in managing the day-to-day operations of a public company and, as a result, we may incur additional expenses associated with the management of our Company.
The management team is responsible for the operations and reporting of the Company. The requirements of operating as a public company are many and sometimes difficult to navigate. This may require us to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. If we lack cash resources to cover these costs of being a public company in the future, our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our potential results of operations, cash flow and financial condition after we commence operations.
Compliance with changing corporate governance regulations and public disclosures may result in additional risks and exposures.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and new regulations from the SEC, have created uncertainty for public companies such as ours. These laws, regulations, and standards are subject to varying interpretations in many cases, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws, regulations, and standards have resulted in, and are likely to continue to result in, increased expense and significant management time and attention.
If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price could decline.
The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Once our common stock is quoted, if one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline.
The market price of our securities may be volatile, which could cause the value of your investment to decline.
The price of our securities may fluctuate significantly due general market and economic conditions. An active trading market for our securities may not develop or, if developed, it may not be sustained. In addition, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Even if an active market for our securities develops and continues, the trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline. Factors affecting the trading price of our securities may include, but are not solely limited to, the risk factors identified herein.
In addition, the stock market in general, and Nasdaq and emerging growth companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless of its actual operating performance. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which would harm our business, operating results or financial condition.
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If we are unable to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock could be delisted, which could affect our common stock’s market price and liquidity and reduce our ability to raise capital.
Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”), a national securities exchange, which imposes continued listing requirements with respect to issuers whose securities are listed on Nasdaq. If we fail to satisfy the continued listing standards, such as, for example, Nasdaq’s minimum bid price requirement or stockholders equity requirements, Nasdaq may issue a non-compliance letter or initiate delisting proceedings.
On April 7, 2026, Nasdaq notified us that we did not satisfy the $2.5 million stockholders’ equity requirement. Nasdaq denied our compliance plan and issued a delisting determination on July 15, 2026. We appealed. In September 2026, we reported the completed Series B closings and requested a favorable determination from the Nasdaq Hearings Panel. Our September 11 report presented preliminary, unaudited pro forma stockholders’ equity of $8,220,419 as of August 31, 2026, giving effect to the completed closings as if they occurred on that date. That estimate remains subject to final accounting and review and is not a statement of our actual equity at September 11. Management believes we have regained compliance, but Nasdaq has not yet confirmed resolution of the deficiency. Continued listing remains subject to Nasdaq’s determination and our ability to satisfy its requirements.
If we are unable to maintain compliance with the continued listing requirements of Nasdaq, our Common Stock could be delisted. A delisting of our Common Stock could negatively impact the Company by, among other things, reduce the liquidity and market price of its Common Stock; reduce the number of investors willing to hold or acquire the Company’s Common Stock, which could negatively impact its ability to raise equity financing; decrease the amount of news and analyst coverage of the Company; and limit the Company’s ability to issue additional securities or obtain additional financing in future. In addition, delisting from the Nasdaq might negatively impact the Company’s reputation and, as a consequence, its business, operating results, cash flows, financial condition or securities.
We do not intend to pay dividends for the foreseeable future.
We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends on our common stock in the foreseeable future.
Our issuance of additional common stock or preferred stock may cause our common stock price to decline, which may negatively impact your investment.
Issuances of a substantial number of additional shares of our common or preferred stock, or the perception that such issuances could occur, may cause prevailing market prices for our common stock to decline. In addition, our board of directors is authorized to issue additional series of shares of preferred stock without any action on the part of our stockholders. Our board of directors also has the power, without stockholder approval, to set the terms of any such series of shares of preferred stock that may be issued, including voting rights, conversion rights, dividend rights, preferences over our common stock with respect to dividends or if we liquidate, dissolve or wind up our business and other terms. If we issue cumulative preferred stock in the future that has preference over our common stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the market price of our common stock could decrease.
Sales of a substantial number of shares of our Common Stock in the public market could cause our stock price to fall.
Sales of a substantial number of shares of our Common Stock in the public market or the perception that these sales might occur, could depress the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our Common Stock. Sales of significant number of shares of our Common Stock may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that it deems reasonable or appropriate, and make it more difficult for you to sell shares of our common stock. Certain holders of our securities are entitled to rights with respect to the registration of the shares of our Common Stock under the Securities Act. Any sales of securities by these stockholders could have a material adverse effect on the trading price of our Common Stock.
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Anti-takeover provisions in the Company’s charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult.
The Company’s bylaws contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. Furthermore, the Board of Directors has the ability to increase the size of the Board and fill newly created vacancies without stockholder approval. These provisions could limit the price that investors might be willing to pay in the future for shares of the Company’s common stock.
We have identified material weaknesses in our internal controls over financial reporting. If we are unable to remediate these material weaknesses, if management identifies additional material weaknesses in the future or if we otherwise fail to maintain effective internal controls over financial reporting, we may not be able to accurately or timely report our financial position or results of operations, which may adversely affect our business and stock price or cause our access to the capital markets to be impaired.
Management concluded that our disclosure controls and procedures were not effective as of June 30, 2026 because of material weaknesses in internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, creating a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. The deficiencies identified in our June 30, 2026 Form 10-Q were that our internal controls failed to identify multiple journal entries identified by our external auditor and that we had no formal control process for identifying and approving related-party transactions.
These deficiencies could cause material misstatements that are not prevented or detected timely. We are designing and implementing enhanced controls and formalizing our control environment to remediate the weaknesses. We reported no changes in internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or were reasonably likely to materially affect, those controls. Remediation cannot be assured until the controls have been implemented and have operated effectively.
Implementing any appropriate changes to our internal controls may distract our officers and employees, entail substantial costs to modify our existing processes and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and harm our business. In addition, investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements on a timely basis may harm our stock price and make it more difficult for us to effectively market and sell our products and services to new and existing customers.
However, if we identify future deficiencies in our internal control over financial reporting or if we are unable to comply with the demands that are placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely or effective manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. We also could become subject to sanctions or investigations by the SEC or other regulatory authorities. In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our stock price may be adversely affected.
Conversion, dividends and warrant adjustments may result in substantial dilution.
The 7,149.9 outstanding Series B Preferred Stock shares and Warrants covering 7,149,900 common shares in each series underlie the 24,513,943 shares registered here, using the original $0.70 conversion price and rounding the aggregate principal conversion amount up to a whole share. Later price adjustments, proportional increases in Warrant share coverage and stock-paid dividends may cause additional dilution beyond the shares registered in this prospectus. The $0.266 floor limits applicable price reductions from the Amendment Effective Time, subject to proportional adjustments for specified stock changes; it does not increase this registration amount or remove ownership blockers or the Exchange Cap. Until the amendment is operative, the existing terms remain in effect. We will be required to file an additional resale registration statement if additional Registrable Securities exceed the number then registered. Such shares cannot be resold under this prospectus merely because their issuance is permitted by the underlying securities. The 8% annual dividend on the current stated value equals $571,920 if all 7,149.9 preferred shares remain outstanding for a full year. Ownership blockers do not prevent successive conversions or exercises after sales.
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Preferred-stock rights and cash payment obligations may adversely affect common stockholders and our liquidity.
The Series B Preferred Stock has dividend rights and a liquidation preference senior to Common Stock and shares liquidation priority with the Series A Preferred Stock. Cash dividends, registration-rights damages, delayed-delivery remedies and certain fundamental-transaction warrant payments may consume funds needed for operations. The classification and valuation of the preferred stock, warrants and embedded features may also affect our reported stockholders’ equity and Nasdaq compliance.
The Exchange Cap and share availability may limit our ability to issue the underlying shares.
Until the required stockholder approval is obtained, the Series B financing is subject to an aggregate 19.99% issuance limit. The registration of shares for resale does not remove that limit or ensure that sufficient authorized shares are available. Failure to obtain approvals or maintain sufficient authorized and reserved shares may prevent timely conversion or exercise, expose us to contractual claims and impair our ability to finance operations.
Failure to comply with registration obligations may result in payments to investors.
The Registration Rights Agreement provides for cash liquidated damages for specified registration failures, generally at 1% of an investor’s purchase price for each applicable month, subject to contractual exceptions and a 6% aggregate cap, with possible interest on unpaid amounts. These obligations may reduce our working capital.
USE OF PROCEEDS
This prospectus covers resale by the Selling Stockholders of up to 24,513,943 shares of Common Stock. The Selling Stockholders will receive all resale proceeds. We will receive no proceeds from those sales or from conversion of the Series B Preferred Stock. The September 1 and September 11, 2026 resulted in gross proceeds of $4,600,000 and $2,549,900, respectively, or $7,149,900 before offering expenses, with net proceeds intended for working capital and general corporate purposes, subject to the Securities Purchase Agreement. Separately, cash exercise of the current 7,149,900 unadjusted Series A Warrant shares at $0.825 and 7,149,900 unadjusted Series B Warrant shares at $0.95 would yield $5,898,667.50 and $6,792,405, respectively, or $12,691,072.50 in total. The floor amendment does not itself reset those exercise prices. Applicable proportional share adjustments preserve aggregate exercise value before fractional-share treatment. Actual proceeds depend on the outstanding entitlements and manner and timing of exercise; cashless exercises yield no cash. We cannot assure any cash exercise proceeds.
We intend to use any cash Warrant exercise proceeds for working capital and general corporate purposes, subject to the Securities Purchase Agreement. That agreement restricts use of proceeds for debt repayment (other than ordinary-course trade payables), redemption of equity securities, settlement of outstanding litigation and payments that violate applicable anti-corruption or sanctions requirements. We may invest available proceeds temporarily in short-term, interest-bearing or investment-grade instruments. Management retains discretion over permitted uses.
SERIES B PRIVATE PLACEMENT
August 2026 Purchase Agreement and September 2026 Closings
On August 21, 2026, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with accredited investors for a private placement (the “Series B Private Placement”) of up to 11,000 shares of Series B Preferred Stock at $1,000 per share, together with Series A Warrants and Series B Warrants initially exercisable for up to 11,000,000 shares of Common Stock each. The initial conversion price was $0.70 per share; the initial Warrant exercise prices were $0.825 and $0.95 per share, respectively, subject to adjustment. The offering relied on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
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The following table presents the amounts reported for the initial closing on September 1, 2026 and the subsequent closing on September 11, 2026. Gross proceeds are before offering expenses. Initial conversion-share amounts are those stated in the respective closing reports; Warrant share counts are before adjustments. These historical figures do not represent current outstanding balances. All preferred shares and Warrants issued at these closings were issued solely to investors that executed the Securities Purchase Agreement on August 21, 2026.
| Closing | Preferred shares issued | Initial conversion shares reported | Series A Warrant shares | Series B Warrant shares | Gross proceeds | |||||||||||||||
| September 1, 2026 | 4,600 | 6,571,428 | 4,600,000 | 4,600,000 | $ | 4,600,000 | ||||||||||||||
| September 11, 2026 | 2,549.9 | 3,642,714 | 2,549,900 | 2,549,900 | $ | 2,549,900 | ||||||||||||||
| Total | 7,149.9 | 10,214,142 | 7,149,900 | 7,149,900 | $ | 7,149,900 | ||||||||||||||
The historical closing reports identify 10,214,142 initial conversion shares and 7,149,900 initial shares in each Warrant series, totaling 24,513,942 before dividends and adjustments. For this prospectus, current outstanding Series B Preferred Stock is 7,149 shares with $7,149,900 stated value, and current Warrant entitlements cover 7,149,900 shares in each series before adjustments. Historical gross proceeds and unfunded subscription amounts are not recalculated solely from the current outstanding balances.
The September 1 report described $4,400,000 of additional executed subscriptions awaiting release of funds and an expected September 4 closing. The September 11 closing produced $2,549,900 of that amount, leaving $1,850,100 of those previously announced subscriptions not reported as closed. The September 11 report contemplated possible further closings without assurance as to completion or timing. The $7,149,900 funded total also leaves $3,850,100 below the $11,000,000 offering ceiling; that remaining capacity is not represented as fully subscribed or funded.
The securities are subject to beneficial ownership restrictions and an aggregate Exchange Cap equal to 19.99% of the Common Stock outstanding immediately before execution of the Securities Purchase Agreement, unless the required stockholder approval is obtained. The Company agreed to use reasonable best efforts to obtain approval, including any necessary increase in authorized capital, within 60 days after the Closing Date. Registration effectiveness does not itself satisfy that requirement. See “Description of Securities” for conversion, dividend, adjustment and exercise terms.
October Floor Price Amendments
The Letter Agreement and Consent dated October 9, 2026 provides for a $0.266 per-share floor on Series B conversion and dividend-share pricing and the exercise prices of both Warrant series. The letter becomes effective upon execution and delivery by the Company, all holders of outstanding Series B Preferred Stock, and every holder of outstanding PIPE Warrants or rights to receive them. Upon that execution and delivery, the letter is deemed effective between the parties as of September 30, 2026. Both amendments become operative only when the certificate amendment filed with the Nevada Secretary of State becomes effective (the “Amendment Effective Time”). We filed the amendment to the Series B Certificate of Designation on October 21, 2026.
The letter states that $0.266 equals 20% of the $1.33 Nasdaq Minimum Price on August 20, 2026. The floor is subject only to the specified proportional stock-change adjustments and is not rounded to the nearest cent. The amendments do not themselves reset the stated initial Warrant prices of $0.825 and $0.95, restart any Warrant term, remove the existing Nasdaq Minimum Price qualification, ownership limits or Exchange Cap, or assure a particular accounting classification or Nasdaq determination. See “Description of Securities.”
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Shares Registered
The following table sets out the 24,513,943 shares registered by this prospectus, based on the original $0.70 conversion price for 7,149.9 outstanding Series B Preferred Stock shares and the unadjusted shares under each Warrant series.
| Security | Preferred or original Warrant shares | Original conversion or exercise price | Common shares registered | |||||||||
| Series B Preferred Stock | 7,149 | $ | 0.70 | 10,214,143 | ||||||||
| Series A Warrants | 7,149,900 | $ | 0.825 | 7,149,900 | ||||||||
| Series B Warrants | 7,149,900 | $ | 0.95 | 7,149,900 | ||||||||
| Total registered | 24,513,943 | |||||||||||
The conversion-share amount equals $7,149,900 of stated value divided by $0.70, or 10,212,857.142857 shares, rounded up to 10,214,143 whole shares. The registered total includes the original 7,149,900 shares under each Warrant series and no reserve for future price adjustments or stock-paid dividends. The $0.266 floor amendment does not change the number registered. If an adjustment or stock-paid dividend results in additional Registrable Securities exceeding the shares then registered, we will file an additional resale registration statement in accordance with the Registration Rights Agreement. Issuances remain subject to the Exchange Cap, ownership limits and available authorized shares.
The Securities Purchase Agreement restricts variable-rate financings and specified equity funding arrangements while the Series B Preferred Stock or Warrants remain outstanding, and restricts stock splits and reclassifications until 120 days after the agreement’s defined Effective Date without the specified investor consent.
We are registering the Common Stock described on the cover under a Registration Rights Agreement dated August 21, 2026. The filed agreement measures its initial filing deadline as the 30th Trading Day following that date, and its effectiveness deadline as the 60th calendar day, or the 90th calendar day if the SEC conducts a full review, subject to acceleration of the deadline after SEC no-review notice and applicable Trading Day adjustments. The agreement provides for liquidated damages for specified failures, as described under “Risk Factors,” and requires continuing registration coverage subject to its terms. If an adjustment or stock-paid dividend results in additional Registrable Securities exceeding the number registered, we will file an additional resale registration statement covering those securities as required by Section 3(c) of the Registration Rights Agreement, as soon as reasonably practicable and within the applicable contractual filing deadline. This prospectus does not register a reserve of shares calculated at the floor price.
The descriptions above are summaries qualified by the applicable agreements and certificates filed as exhibits to this registration statement. The Series A Preferred Stock financing remains a separate historical transaction; this prospectus covers securities from the Series B Private Placement.
SELLING STOCKHOLDERS
This prospectus covers 24,513,943 shares of Common Stock, consisting of 10,214,143 principal conversion shares underlying 7,149.9 outstanding Series B Preferred Stock shares at the original $0.70 conversion price, rounded up to a whole share, 7,149,900 Series A Warrant shares and 7,149,900 Series B Warrant shares. The Warrant amounts are the original, unadjusted share counts. The table below identifies each Selling Stockholder and its allocated maximum resale amount. Additional Registrable Securities arising from later adjustments will be covered by an additional resale registration statement as required by the Registration Rights Agreement.
“Selling Stockholders” includes the holders named below and their permitted successors and transferees identified in an appropriate prospectus supplement or amendment. The table is presented as of October 22, 2026. Beneficial ownership before and after the offering is determined under Section 13(d) of the Exchange Act and the applicable rules, including securities acquirable within 60 days and enforceable conversion and exercise restrictions. Percentages are based on 10,468,226 outstanding shares, adjusted for shares deemed outstanding for the relevant holder. The maximum offered column reflects registered shares without reduction for ownership blockers. After-offering ownership assumes sale of all shares offered by that holder and retention of its other holdings. Management identifies Caring Investments, LP as the sole Series B investor; share amounts and beneficial ownership percentages remain subject to the completed-closing cap table and applicable ownership blockers.
Conversion and exercise are initially subject to a 4.99% beneficial ownership limitation, which may be increased, with the required notice, up to 9.99%; an increase takes effect on the 61st day after notice. The aggregate Exchange Cap is separate. The beneficial ownership columns reflect applicable restrictions. The Selling Stockholders may sell all, some or none of their offered shares. See “Plan of Distribution.”
| Name of Selling Stockholder | Common Stock Beneficially Owned Before Offering (number and percentage) |
Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus |
Common Stock Beneficially Owned After Offering (number and percentage) |
|||||||||
| Caring Investments, LP (1) | 0 (0.00%) | 24,513,943 | 0 (0.00%) | |||||||||
| (1) | The securities are directly held by Caring Investments, LP, and may be deemed to be beneficially owned by: (i) General Partner 1001700417 Ontario Inc.; and (ii) David Tomlin as the Director of the General Partner 1001700417 Ontario Inc. The warrants are subject to a beneficial ownership limitation of either 4.99% or 9.99%, which such limitation restricts the Selling Stockholder from exercising that portion of the warrants that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation The business address for the Selling Stockholder is 301-217 Queen St. W, Toronto, ON, M5V0R2, Canada. |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 and 2025 and our audited consolidated financial statements for 2025 and 2024, together with the related notes included elsewhere in this prospectus. This discussion and analysis of our financial condition and results of operations and other parts of this prospectus contain forward-looking statements based upon current beliefs that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of selected events could differ materially from those described in or implied by these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward- looking statements. Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”
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 for the Three and Six Months Ended June 30, 2026 and 2025
The following table summarizes our interim results of operations. Amounts are in dollars, except per-share data and share counts.
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||||||||
| Revenue | — | 1,587 | — | 3,056 | ||||||||||||
| Cost of revenue | — | 722 | — | 1,400 | ||||||||||||
| Gross profit | — | 865 | — | 1,656 | ||||||||||||
| Operating expenses | 638,737 | 660,448 | 2,360,236 | 1,200,582 | ||||||||||||
| Operating loss | (638,737 | ) | (659,583 | ) | (2,360,236 | ) | (1,198,926 | ) | ||||||||
| Other income (expense) | 50 | (1,000 | ) | 62 | — | |||||||||||
| Interest income (expense), net | (39 | ) | — | (287,028 | ) | (427 | ) | |||||||||
| Total other income (expense) | 11 | (1,000 | ) | (286,966 | ) | (427 | ) | |||||||||
| Net loss | (638,726 | ) | (660,583 | ) | (2,647,202 | ) | (1,199,353 | ) | ||||||||
| Accretion to redeemable preferred equity | 217,753 | — | 2,062,360 | — | ||||||||||||
| Dividends on Series A preferred stock | 78,540 | — | 88,508 | — | ||||||||||||
| Net loss attributable to common stockholders | (935,019 | ) | (660,583 | ) | (4,798,070 | ) | (1,199,353 | ) | ||||||||
| Net loss per common share, basic and diluted | (0.10 | ) | (0.05 | ) | (0.41 | ) | (0.09 | ) | ||||||||
| Weighted-average common shares, basic and diluted | 8,994,253 | 13,336,471 | 11,705,727 | 13,276,331 | ||||||||||||
Potentially dilutive preferred stock, warrants, options and restricted stock units were excluded from diluted loss per share because their effect would have been anti-dilutive in each period.
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Revenue and Cost of Revenue
We generated no revenue and incurred no cost of revenue during either the three or six months ended June 30, 2026. For the comparable 2025 periods, revenue was $1,587 and $3,056, respectively, and cost of revenue was $722 and $1,400, respectively. The prior-year amounts reflected early-stage product activity. We remain in the process of developing and commercializing our products and have not yet generated meaningful commercial revenue.
Operating Expenses
Operating expenses for the three months ended June 30, 2026 were $638,737, compared with $660,448 in the prior-year quarter, 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. The prior-year quarter included $382,000 of stock-based consulting expense, while the current quarter included $204,967 of non-cash restricted stock unit and stock option amortization. Professional service fees increased by $123,361, or approximately 164%, to $198,364, primarily because of higher legal, accounting and audit fees relating to settlement matters, the second Series A financing tranche and public company compliance. Depreciation and amortization decreased from $75,000 to zero following the full impairment of our intellectual property license in 2025.
Operating expenses for the six months ended June 30, 2026 were $2,360,236, compared with $1,200,582 in the prior-year period, an increase of $1,159,654, or approximately 97%. Selling, general and administrative expenses increased by $63,233, or approximately 123%, to $114,723 because of higher public company compliance, insurance and administrative costs. 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 because of legal, accounting, consulting and audit fees relating to the Series A financings, settlements and public company compliance, including $300,000 of consulting fees to be settled in stock. Depreciation and amortization decreased from $150,000 to zero.
No impairment charges were recorded in the three or six months ended June 30, 2026 or the comparable 2025 periods. Operating loss was $638,737 for the 2026 quarter, compared with $659,583 for the 2025 quarter, a decrease of $20,846, or approximately 3%. For the six-month periods, operating loss increased by $1,161,310, or approximately 97%, from $1,198,926 to $2,360,236, primarily because of higher stock-based compensation and professional service fees, partially offset by the absence of depreciation and amortization.
Other Income and Expense and Net Loss
For the three months ended June 30, 2026, interest expense, net was $39 and other income was $50, compared with no interest expense and $1,000 of other expense in the prior-year quarter. For the six months ended June 30, 2026, interest expense, net was $287,028, compared with $427 in the prior-year period. The $286,601 increase arose entirely in the first quarter and primarily reflected non-cash charges associated with the Greentree promissory note converted into common stock in March 2026, including $148,867 of guaranteed interest, $141,350 of amortization of debt discounts and $6,903 of amortization of debt issuance costs. Other income for the six-month period was $62, compared with zero in 2025.
Net loss was $638,726 for the three months ended June 30, 2026, compared with $660,583 for the prior-year quarter. After $217,753 of accretion to redeemable preferred equity and $78,540 of Series A dividends, net loss attributable to common stockholders was $935,019, or $0.10 per basic and diluted share, compared with $660,583, or $0.05 per share, in 2025. For the six-month period, net loss was $2,647,202, compared with $1,199,353 in 2025. After $2,062,360 of accretion and $88,508 of Series A dividends, net loss attributable to common stockholders was $4,798,070, or $0.41 per basic and diluted share, compared with $1,199,353, or $0.09 per share, in 2025.
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Interim Financial Condition, Liquidity and Capital Resources
At June 30, 2026, cash and cash equivalents were $1,820,365, compared with $2,189,232 at December 31, 2025. The $368,867 decrease reflected $1,013,867 of operating cash use, partially offset by $645,000 of net financing cash inflows. Total assets decreased by $417,195 to $1,909,623, primarily because cash decreased by $368,867 and prepaid expenses and other current assets decreased by $48,328. Inventory was unchanged, and we had no non-current assets at either date.
Total liabilities increased by $149,152 to $384,646 at June 30, 2026. Accounts payable increased by $123,454, primarily in connection with Genesis consulting services, and accrued expenses and other current liabilities increased by $84,348, largely reflecting preferred dividends. These increases were partially offset by the elimination of $58,650 of long-term debt, net, following conversion of the Greentree note. Series A Preferred Stock was reported as $4,232,686 of mezzanine equity at June 30, 2026, and stockholders’ deficit was $2,707,709, compared with stockholders’ equity of $2,091,324 at December 31, 2025.
Cash proceeds reported from the Series A financings during the six months ended June 30, 2026 totaled $3,870,000, consisting of $3,470,000 of net proceeds received in March and $400,000 of subscription proceeds received in June. We used $3,075,000 to repurchase and retire 6,250,000 common shares and advanced $150,000 for a further repurchase of 150,000 common shares. The June subscription and advance were included in the June 30 cash flows; execution of final transaction documents in July and completion of the 150,000-share retirement on July 16 do not represent additional cash receipts or payments for those amounts.
After June 30, 2026, the Series B closings on September 1 and September 11 generated $4,600,000 and $2,549,900, respectively, or $7,149,900 of gross proceeds before offering expenses. The net proceeds are intended for working capital and general corporate purposes, subject to the Securities Purchase Agreement. In September we announced plans to use funding to develop our salesforce and domestic and international marketing campaigns. Those proceeds are not revenue and are not included in the June 30 cash balance or six-month cash flows. Potential cash proceeds from future Warrant exercises are not cash already received. See “Series B Private Placement” and “Use of Proceeds.”
In connection with the August Series A certificate restatement, the holder’s triggering-event redemption right was eliminated. The preliminary pro forma balance sheet furnished on September 11 included a $3,852,686 reclassification of Series A Preferred Stock from mezzanine to permanent equity and gave effect to the completed Series B closings as if they occurred on August 31, 2026, resulting in preliminary pro forma stockholders’ equity of $8,220,419. That information remains subject to final accounting and review, including classification and valuation of the preferred stock, warrants and embedded features, allocation of proceeds and offering costs, dividends and other charges. It is not our actual September 11 financial position, a substitute for GAAP financial statements or Nasdaq confirmation of compliance. Further losses, dividends and other charges may reduce equity.
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Our principal cash requirements include payroll, professional service fees, public company compliance and commercialization activities. In the June 30, 2026 Form 10-Q, filed August 13, 2026, management stated that then-available cash resources were expected to fund operations for at least the following twelve months. The subsequent Series B financing provides additional liquidity. We may seek further capital for longer-term growth, strategic investments or acquisitions, but financing may not be available on acceptable terms or at all. Our ability to meet our needs depends on operating performance and economic, competitive, financial and regulatory factors, including the risks described under “Risk Factors.”
Interim Cash Flows
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| Net cash used in operating activities | (1,013,867 | ) | (451,105 | ) | ||||
| Net cash used in investing activities | — | — | ||||||
| Net cash provided by financing activities | 645,000 | 56,000 | ||||||
| Net decrease in cash and cash equivalents | (368,867 | ) | (395,105 | ) | ||||
Net cash used in operating activities increased from $451,105 in the six months ended June 30, 2025 to $1,013,867 in the six months ended June 30, 2026. The 2026 net loss of $2,647,202 was partially offset by $1,036,496 of stock-based compensation, $137,500 of stock-based compensation attributable to the loss on common shares repurchased from a related party, and $141,350 of debt discount amortization. Working-capital changes included increases in accounts payable of $123,454 and accrued expenses and other current liabilities of $146,207, and a $48,328 decrease in prepaid expenses and other current assets; inventory was unchanged.
For the six months ended June 30, 2025, operating cash use reflected a $1,199,353 net loss, partially offset by $607,000 of shares issued for services and $150,000 of depreciation and amortization. Working-capital changes included a $6,935 increase in accounts payable, an $11,438 decrease in accrued expenses, a $4,891 increase in prepaid expenses and a $642 decrease in inventory. There were no investing cash flows in either six-month period.
Net cash provided by financing activities was $645,000 for the six months ended June 30, 2026, comprising $3,870,000 of reported Series A financing cash proceeds, less $3,075,000 of common-share repurchases and the $150,000 advance for the additional repurchase. Financing cash inflows of $56,000 in the comparable 2025 period comprised $50,000 of related-party borrowings and $6,000 of share proceeds.
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Results of Operations for the Years Ended December 31, 2025 and 2024
The following table sets forth our consolidated statements of operations data in dollars for the periods presented:
For the Year Ended December 31, 2025 | Predecessor From January 1 to September 24, 2024 | Successor From September 25 to December 31, 2024 | ||||||||||
| Revenue | $ | 4,215 | $ | - | $ | 465 | ||||||
| Cost of revenue | 1,873 | - | 2,072 | |||||||||
| Gross profit | 2,342 | - | (1,607 | ) | ||||||||
| Selling, general and administrative expenses | 147,694 | 76,872 | 26,462 | |||||||||
| Payroll expense | 2,008,394 | 334,644 | 578,100 | |||||||||
| Professional service fees | 931,279 | 243,057 | 116,652 | |||||||||
| Impairment loss on Intellectual property | 2,550,000 | - | - | |||||||||
| Depreciation and amortization | 300,000 | - | 150,000 | |||||||||
| Total operating expenses | 5,937,367 | 654,573 | 871,214 | |||||||||
| Operating loss | (5,935,025 | ) | (654,573 | ) | (872,821 | ) | ||||||
| Other income(loss) | 1,000 | - | - | |||||||||
| Impairment loss on investment | (500,000 | ) | - | - | ||||||||
| Gain on debt settlement | 175,000 | - | - | |||||||||
| Interest income (expense), net | (19,166 | ) | (67 | ) | 10,030 | |||||||
| Total other income (expense) | (343,166 | ) | (67 | ) | 10,030 | |||||||
| Net loss | $ | (6,278,191 | ) | $ | (654,640 | ) | $ | (862,791 | ) | |||
| Net loss per share: | ||||||||||||
| Basic | $ | (0.46 | ) | N/A | $ | (0.07 | ) | |||||
| Diluted | $ | (0.46 | ) | N/A | $ | (0.07 | ) | |||||
| Weighted average shares outstanding: | ||||||||||||
| Basic | 13,565,096 | N/A | 13,089,592 | |||||||||
| Diluted | 13,565,096 | N/A | 13,089,592 | |||||||||
Comparison of the year ended December 31, 2025 to the year ended December 31, 2024.
Revenue and Cost of revenue
The Company generated revenue of $4,215 and $465, and the cost of revenue was $1,873 and $2,072 for the years ended December 31, 2025 and 2024, respectively. Revenue and Cost of revenue in the year ended December 31, 2024 were inconsequential and in the period of January 1, 2024 to September 24, 2024 (“Predecessor Year to Date (YTD) Period”) and the period of September 25, 2024 to December 31, 2024 (“Successor 2024 Period”) the Company had revenue of $465. The Company is still in process of developing and commercializing its products.
Operating expenses
Operating expenses for the year ended December 31, 2025 were $5,937,367, compared to total operating expenses of $1,525,787 for the year ended December 31, 2024. The 2024 total consists of $654,573 incurred during the Predecessor YTD Period and $871,214 incurred during the period from Successor 2024 Period. The increase of $4,411,580 in 2025 was primarily attributable to increased payroll, professional service fees, and a full year of amortization of the Company’s intellectual property license.
Selling, general and administrative expenses were $147,694 for the year ended December 31, 2025, compared to $76,872 during the Predecessor YTD Period and $26,462 during the Successor 2024 Period. The increase in 2025 reflects higher corporate administrative costs, including public company compliance, insurance, and general overhead expenses following the Company’s separation and NASDAQ listing. Payroll expenses were $2,008,394 for the year ended December 31, 2025, compared to $334,644 in the Predecessor YTD Period and $578,100 in the Successor 2024 Period. The significant increase in 2025 reflects the expansion of management and operational personnel necessary to support commercialization efforts, corporate restructuring activities, and public company reporting requirements. Professional service fees totaled $931,279 for the year ended December 31, 2025, compared to $243,057 in the Predecessor YTD Period and $116,652 in the Successor 2024 Period. The increase in 2025 was primarily attributable to higher legal, accounting, consulting, advisory, investor relations, and audit fees incurred in connection with corporate restructuring activities, capital markets initiatives, and ongoing public company compliance. Depreciation and amortization expense totaled $300,000 for the year ended December 31, 2025, compared to $0 during the Predecessor YTD Period and $150,000 during the Successor 2024 Period. The increase in 2025 is primarily attributable to a full year of amortization of the Company’s intellectual property license, whereas prior periods reflected only partial-period amortization.
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During 2025, the Company recognized an impairment loss on its intellectual property license of $2,550,000, compared to no such impairment in prior periods. The impairment reflects management’s assessment that the carrying value of the intellectual property was no longer recoverable based on current business conditions and expected future economic benefits.
As a result of the foregoing, the Company reported an operating loss of $5,935,025 for the year ended December 31, 2025, compared to an operating loss of $654,573 during the Predecessor YTD Period and $872,821 during the Successor 2024 Period.
Other income (expense)
Other income (expense) was $1,000 for the year ended December 31, 2025, compared to $0 during both the Predecessor YTD Period and the Successor 2024 Period.
The Company also recorded an impairment loss on its investment of $500,000 for the year ended December 31, 2025, with no comparable activity in prior periods. This impairment was driven by a decline in the estimated fair value of the underlying investment.
In addition, the Company recognized a gain on debt settlement of $175,000 during 2025, compared to $0 in prior periods. The gain resulted from negotiated settlements with certain creditors, whereby outstanding obligations were extinguished at amounts below their carrying value.
Interest expense was $19,166 for the year ended December 31, 2025, compared to interest expense of $67 during the Predecessor YTD Period and net interest income of $10,030 during the Successor 2024 Period. The increase in interest expense in 2025 was primarily attributable to borrowings under the term loan with Greentree Financial Group, Inc. and related party loans, as further discussed in Note 7 – Debt.
Liquidity and Capital Resources for the Years Ended December 31, 2025 and 2024
Overview
As of December 31, 2025, the Company had cash and cash equivalents of $2,189,232, compared to $468,998 as of December 31, 2024. The increase in cash was primarily attributable to the completion of the Company’s initial public offering during 2025.
In connection with the Initial Public Offering (“IPO”), the Company issued 1,000,000 shares of common stock at a public offering price of $4.00 per share, generating gross proceeds of $4,000,000. After underwriting discounts, commissions, and offering-related expenses totaling approximately $764,308, the Company received net proceeds of approximately $3,235,692.
Total assets decreased to $2,326,818 as of December 31, 2025, compared to $3,877,481 at December 31, 2024. The decrease was primarily driven by the full impairment of the Company’s intellectual property and investment balances during 2025, which reduced non-current assets to nil. This decline was partially offset by an increase in cash and cash equivalents, primarily resulting from proceeds received from the Company’s IPO.
Total liabilities were $235,494 at December 31, 2025, compared to $186,105 at December 31, 2024, reflecting higher accounts payable and borrowings under the term loan as the Company expanded its operations.
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.
Our current interim liquidity and subsequent financing developments are discussed above under “Interim Financial Condition, Liquidity and Capital Resources.” Additional capital may be required to support long-term growth initiatives, strategic investments or acquisitions; there can be no assurance that such capital will be available on acceptable terms or at all.
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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 under “Risk Factors” in this prospectus.
Cash flows
For the Year December 31, 2025 | Predecessor
From September 24, 2024 | Successor
From December 31, 2024 | ||||||||||
| Net cash (used in) provided by: | ||||||||||||
| Net cash used in operating activities | $ | (1,692,258 | ) | $ | (551,743 | ) | $ | (272,248 | ) | |||
| Net cash provided by investing activities | $ | - | $ | - | $ | 608,596 | ||||||
| Net cash provided by financing activities | $ | 3,412,492 | $ | 666,232 | $ | - | ||||||
Cash used in operating activities
For the year ended December 31, 2025, net cash used in operating activities was $1,692,258, compared to net cash used of $551,743 during the Predecessor YTD Period and $272,248 during the Successor 2024 Period. For 2025, cash used in operating activities included a net loss of $6,278,191, partially offset by non-cash expenses (gain) consisting primarily of:
| ● | $2,550,000 of impairment loss on Intellectual property, | |
| ● | $500,000 of impairment loss on investment | |
| ● | $1,238,650 related to the fair value of shares issued for services, | |
| ● | $300,000 of amortization of the license agreement, | |
| ● | $6,667 of amortization of debt discounts, and | |
| ● | $175,000 of gain on debt settlement. |
Changes in working capital also impacted operating cash flows. Accounts payable decreased by $95,101, and accrued expenses decreased by $10,180, and increase in prepaid expenses and other current assets of $79,985. Inventory levels remained relatively stable during the period. During the Predecessor YTD Period, operating cash used of $551,743 was primarily attributable to a net loss of $654,640, partially offset by increases in accounts payable of $139,502 and accrued expenses of $6,816, as well as a decrease in prepaid expenses and other current assets of $43,775. During the Successor 2024 Period, net cash used in operating activities of $272,248 was primarily driven by a net loss of $862,791, partially offset by non-cash amortization of $150,000 and fair value adjustments related to shares issued for services of $400,000. Changes in working capital during the Successor period were not material.
Cash used in investing activities
For the year ended December 31, 2025, net cash provided by investing activities was $0.
During the Successor 2024 Period, net cash provided by investing activities was $608,596, representing cash acquired in connection with the reverse merger transaction. There were no investing activities during the Predecessor YTD Period.
Cash provided by financing activities
For the year ended December 31, 2025, net cash provided by financing activities was $3,412,492, compared to $666,232 provided by financing activities for the year ended December 31, 2024.
Financing activities during 2025 primarily consisted of:
| ● | $3,235,692 in net proceeds from the Company’s initial public offering, | |
| ● | $170,000 in proceeds from long-term debt, | |
| ● | $120,000 in proceeds from related party loans, | |
| ● | $(120,000) in payment on related party loan payable, and | |
| ● | $6,800 from the issuance of common stock. |
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During the Predecessor YTD Period, net cash provided by financing activities was $666,232, consisting primarily of intercompany loans to Caring Brands Florida prior to acquisition.
There were no financing activities during the Successor 2024 Period.
Contractual obligations and commitments
There are no fixed forward agreements for lease expense, license fees, or capital expenditures.
Off-balance sheet arrangements
We are not party to any off-balance sheet arrangements.
Critical accounting policies and estimates
This MD&A is based on our audited consolidated annual financial statements and unaudited condensed consolidated interim financial statements prepared in accordance with U.S. generally accepted accounting principles. Their preparation requires estimates and judgments affecting reported assets, liabilities, revenues and expenses. Management bases estimates on historical experience and other assumptions it considers reasonable and evaluates those estimates on an ongoing basis. Actual results may differ. Except for the Series A Preferred Stock accounting described below, the June 30, 2026 Form 10-Q reported no significant changes to the critical accounting policies and estimates described in our 2025 Form 10-K.
Intellectual Property
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 identified indicators of impairment related to its intellectual property and performed an impairment assessment. Based on this evaluation, the Company determined that the carrying value of the intellectual property was not recoverable and recorded an impairment charge of $2,550,000. No impairment charges were recorded during the year ended December 31, 2024, including both the Predecessor and Successor periods. Following the full impairment, no intellectual property balance remained at December 31, 2025 or June 30, 2026, and no related amortization was recorded during the three or six months ended June 30, 2026. No impairment charges were recorded in either the 2026 interim periods or their 2025 counterparts.
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.
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Series A Preferred Stock Classification
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.
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.
Recently adopted accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), requiring more detailed income tax rate-reconciliation and taxes-paid disclosures. The June 30, 2026 Form 10-Q presented this standard under recently adopted accounting pronouncements, with application to annual periods beginning January 1, 2026. The standard affects disclosures and is not expected to affect results of operations, cash flows or financial condition.
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We adopted this ASU retrospectively on December 31, 2024. Refer to Note 12, Segment Reporting and Information about Geographic Areas for the inclusion of the new required 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.
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BUSINESS
General Overview
We are a wellness consumer products company. We offer several over-the-counter (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, a jellyfish sting protective suncare line, and women’s sexual wellness products, catering to diverse health and wellness needs. Our method of operation ensures 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.
As of June 30, 2026, we were authorized to issue 100,000,000 shares of common stock, par value $0.001 per share. On July 9, 2026, stockholders approved an increase in that authorization to 500,000,000 shares, which becomes effective upon the filing and effectiveness of the corresponding amendment to our articles of incorporation with the Nevada Secretary of State. As of October 22, 2026, we had 10,468,226 shares of common stock outstanding.
We had nominal revenues and a loss of $6,278,191 for the year ended December 31, 2025 and nominal revenues and a net loss of $1,517,431 for the year ended December 31, 2024. For the six months ended June 30, 2026, we had no revenue and a net loss of $2,647,202, compared with revenue of $3,056 and a net loss of $1,199,353 for the six months ended June 30, 2025. At June 30, 2026, cash and cash equivalents were $1,820,365 and stockholders’ deficit was $2,707,709. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
We are a wellness consumer products company. We offer several over-the-counter (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, a jellyfish sting protective suncare line, and women’s sexual wellness products, catering to diverse health and wellness needs. Our method of operation ensures 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.
Our Products
Prior to its Q3 2022 commercial launch in India as a treatment for vitiligo and psoriasis, Photocil was briefly launched in the United States markets from December 2022 until February 2023, however, was subsequently removed from the market due to insufficient sales resulting from the lack of a dedicated sales and marketing team. We are currently preparing for its relaunch in the United States, which is targeted for 2026, as we explore manufacturing and marketing options. The product formulation has not been changed since its removal from the US markets, and no changes to the formulation are planned for the proposed U.S. market relaunch. Photocil is a narrow band UV filter that focuses UV in the 311nm range which is therapeutic for vitiligo and psoriasis. Dimethicone, also called polymethylsiloxane, is a silicon-based polymer used as a lubricant and conditioning agent. It is the USP (United States Pharmacopeia, which is the official compendium of standards for medicines and healthcare products in the United States) monographed ingredient in Photocil. Dimethicone is used to create a smooth feel and a water-resistant barrier on the skin. In addition to dimethicone, Photocil contains two UV filters that restrict the band width of UV rays on the skin to a narrow-range ~ 308 nm. This narrow-band UV has therapeutic properties. These proprietary technologies are not found in other sunscreens and Photocil does not contain conventional UV blockers found in the majority of sunscreens. The product is categorized as an OTC product in the United States, using an USP monographed ingredient as a skin protectant, with FDA-registered labeling (USP monographed: A reference to ingredients listed in the United States Pharmacopeia (USP), which is the official compendium of standards for medicines and healthcare products in the United States). Photocil does not require FDA pre-market approval as it uses GRASE (Generally Recognized as Safe and Effective) ingredients and is currently marketed in India under local cosmetic regulations. Photocil is a cosmetic product designed to block certain UV radiation while allowing other UV radiation to pass through when applied to the skin. The product contains ingredients that are listed in the USP monograph for skin protectants. As a cosmetic product, Photocil has not been evaluated by the FDA for safety and effectiveness. The product contains ingredients that are listed in the USP monograph for skin protectants and is marketed as a cosmetic product in compliance with FDA regulations for cosmetics. The Joint American Academy of Dermatology and National Psoriasis Foundation guidelines for the management and treatment of psoriasis with phototherapy, published in JAMA Dermatology in 2019, strongly recommend narrow-band UVB phototherapy as a monotherapy for treating plaque psoriasis in adults, supported by a systematic review and meta-analysis of 41 randomized controlled trials involving 2,416 patients.
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Phototherapy
Management believes that phototherapy treatments, used for conditions such as psoriasis and vitiligo, are set for substantial growth globally. However, there can be no guarantees that this growth will materialize as expected, as it is subject to various market conditions, regulatory developments, and other external factors beyond the Company’s control. Specific market data focused solely on the Indian phototherapy treatment segment is limited, and the available market data focuses primarily on phototherapy devices. However, according to Future Market Insights (2023)1, the Indian market is expected to experience strong growth, driven by the rising prevalence of skin disorders, increased healthcare spending, and improved access to treatment in both urban and rural areas.
According to Future Market Insights (2023), the global phototherapy treatment market is projected to rise from ~ USD $1.9 billion in 2023 to ~ USD $3.23 billion by 2033, at a CAGR of around 5.2% during the forecast period from 2023 to 2033. In India, the market is expected to expand even faster, with an estimated CAGR of approximately 7.8% as of 2023, driven by a large patient base, increasing prevalence of skin disorders, greater awareness of noninvasive treatments, and improved healthcare infrastructure (Future Market Insights, 2023).
Psoriasis
According to a report by Nature Reviews Drug Discovery (2024)2, the global psoriasis treatment market was worth ~ $34 billion globally in the 12 months ending June 2023. The report shows the US remains the dominant market for psoriasis therapies, accounting for approximately 78% of total sales and growing at a compound annual growth rate of approximately 18%.
According to the same report (Nature Reviews Drug Discovery, 2024), with the current growth rate (CAGR of 8–10% from 2023 to 2030), the global market is expected to reach ~ USD $54-67 billion by 2030. Estimates from a report published on the National Center for Biotechnology Information3, indicate that the prevalence of psoriasis in India ranges from 0.44% to 2.8% of the population, highlighting Management’s belief in the significant market opportunity in India. However, actual market growth may be influenced by factors such as regulatory changes, competition, and economic conditions, which could impact the overall demand for psoriasis treatments. Management believes that Psoriasis treatment with Photocil may only address a very small fraction of the market in the US and India. However, actual market penetration will depend on various factors, including the development of a dedicated sales and marketing team at Caring Brands, market demand, competitive landscape, and regulatory considerations. There can be no assurance that these efforts will result in significant market adoption.
Vitiligo
According to a report by Expert Market Research (2024)4, the global vitiligo treatment market was valued at ~ USD 538.90 million in 2024. The global market is projected to grow at a compound annual growth rate (CAGR) of 4.60% from 2025 to 2034, reaching ~ USD 807.70 million by 2034 (Expert Market Research, 2024). According to Expert Market Research (2024), this growth is attributed to the increasing global prevalence of vitiligo and the rising demand for effective treatments, and Management believes that these factors may contribute to expanding market opportunities. However, actual market expansion may be influenced by factors such as regulatory changes, competition, and advancements in alternative therapies, which could impact the overall demand for vitiligo treatments.
1. Future Market Insights (2023) – Phototherapy Treatment Market: https://www.futuremarketinsights.com/reports/north-america-and-europe-phototherapy-treatment-market
2. Nature Reviews Drug Discovery (2024) – The Pipeline and Market for Psoriasis Drugs, Vol. 23, Issue 7, Pages 492-493. Doi: https://doi.org/10.1038/d41573-024-00018-2
3. National Center for Biotechnology Information: https://pmc.ncbi.nlm.nih.gov/articles/PMC4252960/ Kumar S, Nayak C., Padhi T, et al. (November, 2014). Epidemiological pattern of psoriasis, vitiligo, and atopic dermatitis in India: A hospital-based point prevalence. Indian Dermatology Online Journal, 5(Suppl 1), S2–S8. Doi: 10.4103/2229-5178.144499
4. Expert Market Research (2024) – Vitiligo Treatment Market: https://www.expertmarketresearch.com/reports/vitiligo-treatment-market
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According to the report by Expert Market Research (2024), the US market is expected to remain the dominant market for vitiligo treatments. The report also states that the Asia Pacific region is expected to witness the fastest growth during the forecast period due to increasing awareness, emerging treatment options, growing research and development activities, and favorable government initiatives in developing nations. As part of this Asia Pacific region, management believes India presents a potential opportunity for market expansion. However, there is no certainty that this growth will materialize as expected, as it depends on various external factors, which will impact the overall demand.
As per reports published on the National Centre for Biotechnology Information5 6, across studies from India, the prevalence of vitiligo has consistently been reported to be between 0.25%-4% (Cureus Report)5 and can reach as high as 8.8% of the population in certain regions like Gujarat and Rajasthan (Indian Journal of Community Medicine)6, making India a highly affected region globally. However, even though Management believes that this presents a potential market opportunity, Vitiligo treatment with Photocil is expected to address only a very small fraction of the total global market. Future market penetration is uncertain and subject to factors such as regulatory approvals, competitive dynamics, and effective marketing strategies. There can be no assurances that Photocil will achieve meaningful adoption in the market.
Our licensee in India, Cosmofix and San Pellegrino Cosmetics, is currently exploring additional sub-licensing opportunities in Nepal, Bangladesh, Sri Lanka, Vietnam, Philippines, Malaysia, Cambodia, Laos, Indonesia, UAE, Egypt, Algeria, Tunisia, Congo, Nigeria, Kenya, Thailand, Bahrain, Iran, Iraq, Jordan, Kuwait, Lebanon, Libya, Morocco, Oman, Qatar, and Saudi Arabia. For further details in relation to the license agreement, please see “Intellectual Property – License Agreements” below. We are also in preliminary discussions regarding potential licensing opportunities in Europe and South America, though no formal agreements are currently in place. The results of clinical trials on Photocil have been published in Expert Opin Pharmacother, including 2014 Dec;15(18):2623-7; Dermatol Ther. 2014 Jul-Aug;27(4):195-7; Dermatol Ther. 2014 Sep-Oct;27(5):260-3. In July 2021, Safety Shot (then Jupiter Wellness) obtained an exclusive license from Applied Biology Inc. to manufacture and sell Photocil. Subsequently, in June 2022, Safety Shot (then Jupiter Wellness) acquired all assets of Applied Biology Inc., including Photocil, through an asset purchase agreement. The product was commercially launched in India in September 2022 under a licensing agreement with Cosmofix and San Pellegrino Cosmetics and entered the U.S. market in Q4 2022 via Amazon. However, it was removed from the U.S. market in February 2023 due to insufficient sales resulting from the lack of a dedicated sales and marketing team. In India, Photocil is currently marketed as an OTC product compliant with local regulatory standards. In the United States, it was previously commercialized with FDA-registered labeling as a Jupiter Wellness product. We plan to apply for a National Drug Code (NDC) number for FDA registration prior to relaunching the product in the U.S. market. In July 2021, Safety Shot, then Jupiter Wellness, obtained an exclusive license from Applied Biology Inc. to manufacture and sell Photocil. Subsequently, in June 2022, Safety Shot (then Jupiter Wellness). acquired all assets of Applied Biology Inc., including Photocil, through an asset purchase agreement. The product was commercially launched in India in September 2022 under a licensing agreement with Cosmofix and San Pellegrino Cosmetics and entered the U.S. market in Q4 2022 via Amazon. However, it was removed from the U.S. market in Q2 2023. In India, Photocil is currently marketed as an OTC product compliant with local regulatory standards. In the United States, it was previously commercialized with FDA-registered labeling as a Jupiter Wellness product. We plan to apply for a National Drug Code (NDC) number for FDA registration prior to relaunching the product in the U.S. market. Photocil has been evaluated in clinical trials for the treatment of vitiligo and psoriasis, demonstrating significant efficacy.
Our revised licensing agreement with SanPellegrino Cosmetics Private Limited, effective May 21, 2026 and announced June 1, 2026, covers Photocil and Hair Enzyme Booster and expands the licensed territory to India, Mexico, Brazil, Colombia, Ecuador, Peru, the Dominican Republic, Trinidad and Tobago, Russia, Australia and New Zealand. Existing sublicense relationships described in that announcement include Eris in India and Glenmark across Asia and the Middle East. Commercial availability in any market remains subject to applicable regulatory and commercial requirements. See “Intellectual Property” and the licensing discussion below.
5. National Center for Biotechnology Information: https://pmc.ncbi.nlm.nih.gov/articles/PMC11112533/ Saha D, Roy S, Ahmed R, et al. (April 23, 2024). Clinico-Epidemiological Profile of Vitiligo Among Patients Attending a Tertiary Care Centre of North-East India. Cureus 16(4): e58804. doi:10.7759/cureus.58804
6. National Center for Biotechnology Information: https://pmc.ncbi.nlm.nih.gov/articles/PMC4134529/ Vora R V., Patel B., Chaudhary A.H., et al. (July – Sept 2014). A Clinical Study of Vitiligo in a Rural Set up of Gujarat. Indian Journal of Community Medicine 39(3):p 143-146, Jul–Sep 2014. Doi: 10.4103/0970-0218.137150
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Our Hair Enzyme Booster (JW-700), previously known as Minoxidil Booster, was initially developed by Applied Biology Inc. and was acquired by Safety Shot (then Jupiter Wellness) in June 2022 through an asset purchase agreement. The product received labelling approval as a cosmetic from the Central Drugs Standard Control Organization (CDSCO) and is currently being manufactured and sold in India through our agreement with Cosmofix and San Pellegrino Cosmetics. Hair Enzyme Booster (JW-700) was launched on Amazon on October 28, 2024, and became available on NOVODX’s e-commerce platform on December 11, 2024. As of the date of this prospectus, the Hair Enzyme Booster (JW-700) is currently only for sale on Amazon.
The Hair Enzyme Booster has been clinically shown to increase the enzymes needed for minoxidil (an FDA-approved over-the-counter medication used to treat hair loss and promote hair regrowth) to work, sulfotransferase enzymes, by using the product topically in conjunction with topical minoxidil. The Hair Enzyme Booster (JW-700) is marketed and sold as a cosmetic product in the U.S., containing GRASE ingredients that do not require FDA pre-market approval and complying with FDA labeling requirements. In India, it is currently marketed under local cosmetic regulations. The Company launched the Hair Enzyme Booster (JW-700) in the U.S in the fourth Quarter of 2024. The product is designed to improve Minoxidil efficacy and is available as a topical solution. It is designed to enhance the efficacy of minoxidil by increasing necessary enzyme levels and must be used in combination with FDA-approved minoxidil products. JW-700 does not independently treat hair loss or promote hair regrowth. Clinically shown to increase the sulfotransferase enzyme needed for minoxidil to work, is covered by four issued U.S. patents as announced on August 6, 2026, with additional U.S. and international patent applications in prosecution.
Minoxidil market was valued at $1.5 billion in 2022 and is expected to grow to $2.5 billion by 2032. Licensed to Taisho, a $2.6 billion revenue company and Japan’s leading seller of minoxidil products. They expect to launch the product commercially in 2025. The term of the Taisho License is for five (5) years with an automatic renewal of one (1) year unless terminated otherwise. As consideration, Caring Brands shall receive up to $200,000 in milestone payments and a 3% royalty subject to the terms and conditions of the Taisho License. On September 1, 2022, Safety Shot (then Jupiter Wellness), entered into a license agreement with Cosmofix and San Pellegrino cosmetics to market and manufacture the Hair Enzyme Booster (JW-700) and Photocil for the Indian market and 31 other companies in Africa and Far East. The license is for three years with an automatic renewal of one (1) year unless terminated otherwise. Photocil and the Hair Enzyme Booster (JW-700) are being sold in India. As consideration a 3% royalty subject to the terms and conditions of the Cosmofix/San Pellegrino license. The License was transferred to the Company, pursuant to the Separation and Exchange Agreement (as defined below). The Company launched the Hair Enzyme Booster (JW-700) in the US in 4Q, 2024. As the product contains components that are generally regarded as safe (GRASE) it does not require FDA approval. Clinical studies on the Hair Enzyme Booster (JW-700) have been published: Journal of Cosmetic Dermatology (2022), Vol.21, Issue 4, 1647-1650. The Hair Enzyme Booster (JW-700) has undergone multiple clinical trials, demonstrating its potential efficacy in treating androgenetic alopecia (AGA). The Hair Enzyme Booster (JW-700) is designed to enhance the efficacy of minoxidil by increasing necessary enzyme levels and must be used in combination with FDA-approved minoxidil products. The Hair Enzyme Booster (JW-700) does not independently treat hair loss or promote hair regrowth.
CB-101 treatment for Atopic Dermatitis (Eczema) is a topical over-the-counter treatment for atopic dermatitis (eczema) with dual-action relief from aspartame (ASN) and colloidal oatmeal. In clinical studies of the prior formulation (containing CBD), JW-100 cleared or reduced eczema following 2 weeks of use and may prove potentially superior to existing prescription drugs. It currently has 4 pending patents, with the global eczema treatment market valued at $14 billion in 2022. 31.6 million Americans, or 10% of the population, have eczema; 86% are not satisfied with their treatment and want more and better treatment options. CB-101 eczema treatment is planned to undergo reformulation, which we expect to complete in Q4 2025/Q1 2026, and it is anticipated to be available online in the US in the second quarter of 2026 as an over-the-counter product under a USP monograph. Reformulation activities are currently in the exploratory phase. PCB-101 will be marketed as an OTC product under the applicable monograph. It contains colloidal oatmeal, which is covered under the USP monograph for skin protectant products. The product will comply with all requirements outlined in the applicable USP monograph and will require FDA registration and an NDC number prior to marketing. The clinical study on JW-100 was published in the Journal of Cosmet. Dermatol., Vol. 21, Issue 4, April 2022, pp: 1647-1650. The original formulation, JW-100, contained CBD as an active ingredient, while the new formulation, CB-101, removes CBD, while maintaining aspartame (ASN) and introducing colloidal oatmeal as key ingredients. This dual-action formulation is designed to provide relief from eczema symptoms and allows the product to be marketed as an OTC product under a USP monograph for skin protectants. The reformulated product retains the therapeutic approach of the original while utilizing ingredients compliant with applicable monographs. The development process is expected to move into its final stages upon resumption, with $150,000 anticipated to be allocated to completing formulation development, $200,000 planned for the initial production run, and $50,000 for clinical testing.
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NoStingz is planned to undergo reformulation under Caring Brands as a sunscreen product designed to provide protection against both UV rays and jellyfish stings. The previously commercialized version contained FDA-compliant sunscreen active ingredients. All actives are intended to meet the USP specifications mandated by the FDA in its sunscreen monograph. We have not yet established a timeline for commercial launch. As the product contains ingredients with well-established safety profiles, it is not expected to require FDA approval. NoStingz will be regulated as a sunscreen product and will comply with the FDA’s sunscreen guidelines. It will contain FDA-approved sunscreen active ingredients and will require FDA registration and an NDC number prior to marketing.
Our products are tested for quality and stability each time they are manufactured. One of our manufacturers is Stella Indusstries Ltd, Haryana, India, which manufactures The Hair Enzyme Booster (JW-700) and Photocil for the Indian market. Stability on commercial batches manufactured in India indicates a shelf life of at least 24 months. Stella Indusstries is compliant with the FDA’s Current Good Manufacturing Practice, or CGMP, regulations in accordance with 21 CFR 210/211 required for over-the-counter drug products. It is ISO-9001 certified. Another manufacturer is DCR Labs, Daytona Beach, Florida, which is also fully compliant with the FDA’s Current Good Manufacturing Practice, or CGMP, for cosmetic products.
We expect to continually update and expand upon our corporate website and further refine our online retail strategies on an ongoing basis. CaringBrands.com is our primary corporate website, which will serve as the primary source of information about us for investors and will contain press releases, clinical trial pipeline, lab reports, blog posts, and additional information about each of our brands. We have built an e-commerce platform designed to connect us directly to consumers. We use the platform to sell products, educate customers, and build brand loyalty.
Clinical Trials of our Products
Hair Enzyme Booster (JW-700) Clinical Studies
Trial 1 - SULT1A1 Enhancement Study (2020)
Design: Conducted over 14 days, the study involved 19 AGA patients who applied the booster twice daily, with follicular sulfotransferase activity measured before and after treatment.
Primary endpoint: Change in sulfotransferase enzyme activity
Scope: The study evaluated the effect of a topical booster on SULT1A1 activity in hair follicles of androgenetic alopecia (AGA) patients. SULT1A1 plays a role in enzymatic processes within the follicle, and the study aimed to measure any changes in its activity following booster application.
Results:
Pre-treatment average: 0.2206 (95% CI: 0.1661 to 0.2750)
Post-treatment average: 0.4946 (95% CI: 0.2036 to 0.7855)
Percentage change in SULT1A1 activity: 124%
p-value: p < 0.03 (The Company believes this is statistically significant.)
No adverse events reported
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Trial was conducted by Applied Biology and conducted at the Department of Dermatology and Radiotherapy, São Paulo State University (UNESP) Botucatu – SP, Brazil. Principal Investigator: Dr. Paulo Müller Ramos, MD, PhD). Employees of Caring Brands were not authors on this paper.
*SULT1A1 (sulfotransferase enzyme): A family of enzymes essential for activating minoxidil in the scalp by converting it into its active form (minoxidil sulfate).
*AGA (Androgenetic Alopecia): Also known as male-pattern baldness or female-pattern hair loss. It is a common form of hair loss caused by a combination of genetic and hormonal factors, particularly the effects of dihydrotestosterone (DHT) on hair follicles.
*CI (Confidence Interval): A statistical range used to estimate the true value of a population parameter based on sample data. It provides an interval within which the parameter is expected to fall with a certain level of confidence.
p-value: A statistical measure indicating the probability that the observed results occurred by chance. A lower p-value (typically <0.05) suggests stronger evidence against the null hypothesis.
Trial 2 - Efficacy Study (2021): published in J.Cosmetic Dermatol. 2021, 1-4
Design: 60-day randomized, double-blind, placebo-controlled study
Participants: 24 male AGA patients (Norwood scale 2-6)
Primary endpoint: Change in hair regrowth
Results:
Treatment group response rate: 75% (9 of 12 participants)
Placebo group response rate: 33% (4 of 12 participants)
p-value: 0.023 (The Company believes this is statistically significant.)
No adverse events reported
Clinical Evidence: In a randomized blinded clinical trial 24 males with androgenic alopecia (Norwood scale average 4.4, range 2–6) completed the trial: 12 in the active arm and 12 in placebo. 75% of the subjects in the treatment group exhibited hair regrowth, compared to 33% in the placebo group (p = 0.023).
Trial was conducted by Applied Biology at the Department of Dermatology, LTM Medical College & Hospital Sion, Mumbai, India, Principal Investigator Dr. Rachita Dhurat MD). Employees of Caring Brands were not authors on this paper.
*Norwood Scale: A classification system used to measure the stages of male pattern baldness (androgenetic alopecia, AGA). It ranges from Stage 1 (minimal or no hair loss) to Stage 7 (severe baldness with only a horseshoe-shaped fringe of hair remaining on the sides and back of the scalp).
Trial 3 - Latest Clinical Study (2024) Conducted by Caring Brands
Design: Open-label, single-arm, single-period exploratory study evaluating JW-700, a topical treatment for androgenetic alopecia (AGA). The study enrolled 20 to 40 adult subjects who applied JW-700 to the scalp twice daily for 14 days. Sulfotransferase (SULT1A1) activity in the outer root sheath (ORS) of hair follicles was measured before and after treatment using the MX-IVD diagnostic test.
Primary endpoint: Change in SULT1A1 enzyme activity
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Scope: Study aimed to assess the ability of JW-700 to upregulate SULT1A1 activity, a key enzyme involved in minoxidil activation. The primary objective was to determine whether JW-700 could enhance SULT1A1 expression, while the secondary objective focused on evaluating the treatment’s safety and tolerability.
Results:
32% increase in SULT1A1 enzyme activity across all subjects
47% increase in SULT1A1 in non-responder subgroup (OD<0.4)
75% of subjects showed increased enzyme activity
31% of non-responders converted to responders
Statistical significance: p=0.0700 (The Company believes this is not statistically significant. It should be noted that establishing statistical significance was not an objective of Trial 3, as this trial served primarily as a bridging study to assess the impact of a minor formulation change rather than to confirm efficacy.)
Duration: 14 days
No adverse events reported
Clinical Evidence: In an open-label study evaluating SULT1A1 enzyme activity, 75% of subjects exhibited an increase in enzyme levels, and 31% of non-responders demonstrated a shift to responder status. Changes in enzyme activity were observed across all subjects, with varying levels of increase among different subgroups.
Caring Brands Employees were involved in preparing the clinical protocol for, and in the execution of this trial. No paper has been published as of this date. The trial was conducted in India by Enem Nostrum Remedies Pvt. Ltd. Principal Investigators were Dr. Rajan Sharma, MD and Dr. Rohit Wadgaonkar, MD.
*OD (Optical Density): A measure commonly used in biochemical assays to quantify enzyme activity, protein concentration, or cell density.
Vitiligo Trial: Published in Dermatologic Therapy (2014) 27, 1-4
Design: Double-blind, placebo-controlled study
Participants: 15 patients with acrofacial vitiligo
Duration: Average 11 weeks
Results:
28% achieved 70% re-pigmentation
28% achieved 50% re-pigmentation
44% achieved 30-40% re-pigmentation
Placebo group: Only 10% achieved 20% re-pigmentation
Statistical significance: p<0.0001 (The Company believes this is highly statistically significant.)
Clinical Evidence: A double-blind, placebo-controlled study evaluated re-pigmentation rates in 15 patients with acrofacial vitiligo over an average treatment period of 11.25 weeks. Among patients receiving the topical cream, 28% exhibited 70% re-pigmentation, 28% exhibited 50% re-pigmentation, and 44% exhibited 30-40% re-pigmentation. In the placebo group, 10% of patients exhibited 20% re-pigmentation. The study reported a p-value of <0.0001. No adverse events were observed.
Trial was conducted by Applied Biology at the Vimala Dermatological Center, Sanghvi Hospital, Mumbai, India, Principal Investigator Dr. Antonio Salafia. Employees of Caring Brands were not authors on this paper.
Psoriasis Trial: Published in Dermatologic Therapy (2014) 27, 260-263
Design: Double-blind, placebo-controlled study
Participants: 15 psoriasis patients
Duration: Average 38 sessions
Results:
43% achieved complete clearance
Remaining patients achieved at least 50% clearance
Mean lesion clearance: 75%
Placebo group: No patients exceeded 20% clearance
Statistical significance: p<0.00012 (The Company believes this is highly statistically significant.)
Clinical Evidence: A double-blind, placebo-controlled study evaluated lesion clearance in 15 psoriasis patients following an average of 38 sessions of treatment. In the treatment group, 43% of patients exhibited complete clearance, while the remaining patients exhibited at least 50% lesion clearance. The mean lesion clearance in the treatment group was 75%. In contrast, no patients in the placebo group exceeded 20% lesion clearance. The study reported a p-value of <0.00012, calculated using an unpaired two-tailed Student’s t-test.
*Student’s t-test: A statistical test used to test whether the difference between the response of two groups is statistically significant or not.
*Unpaired two-tailed student’s t-test: Used to compare the means of two samples when each individual in one sample is independent of every individual in the other sample.
Trial was conducted by Applied Biology at the Vimala Dermatological Center, Sanghvi Hospital, Mumbai, India, Principal Investigator Dr. Antonio Salafia. Employees of Caring Brands were not authors on this paper.
All trials were independently conducted and funded, with Applied Biology or Caring Brands, Inc. providing study materials at no cost. The studies were conducted in compliance with Good Clinical Practices and received appropriate ethical approvals.
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Intellectual Property
As announced on August 6, 2026, our portfolio includes five issued U.S. patents covering our principal platforms: four protecting Hair Enzyme Booster compositions and methods relating to sulfotransferase enzyme activity and minoxidil metabolism, and one supporting Photocil’s selective transmission and filtration of ultraviolet wavelengths. Additional U.S. and international applications remain in prosecution. Patent issuance does not constitute regulatory approval, establish clinical efficacy or guarantee commercial success.
| Caring Brands Reference | Scope & Technology | Type of Patent Protection | Country | Status | Application Number |
Patent No. | Expiry Date (if applicable) | |||||||
| JW-100/CB-101 | Topical product containing aspartame & colloidal oatmeal | Composition and methods for treatment of atopic dermatitis | Australia | Pending | 2020331290 | - | ||||||||
| China | Published | 202080071037.7 | - | |||||||||||
| Mexico | Pending | MX/a/2022/001723 | - | |||||||||||
| United States of America | Published | 17/937,327 | - | |||||||||||
| Hair Enzyme Booster (JW-700) | Stimulates production and release of sulphotransferases in hair outer root sheet for conversion of minoxidil to active minoxidil sulphate. Correlated with improved hair growth. | Composition and methods for increasing level of sulphotransferases in hair outer root sheet. | United States of America | Granted | 16/593,577 | 11,766,392 | October 4, 2039 | |||||||
| United States of America | Published | 18/474,052 | - | |||||||||||
| United States of America | Granted | 16/747,685 | 11,628,132 | October 4, 2039 | ||||||||||
| United States of America | Published | 18/301,951 | - | |||||||||||
| United States of America | Published | 17/806,363 | - | |||||||||||
| Patent Cooperation Treaty | Published | PCT/US2023/062611 | - | |||||||||||
| India | Pending | 202317067100 | - | |||||||||||
| Japan | Pending | 2023-540689 | - | |||||||||||
| TAAR Receptor Agonists for the Treatment of Alopecia | - | - | United States of America | Published | 17/155,865 | - | ||||||||
| - | ||||||||||||||
| JW-710 | Topical product containing minoxidil and JW-700 | Composition and methods | United States of America | Pending | 63/594,884 | - | ||||||||
| Photocil | Topical Narrow-band UV filter | Composition and methods for treatment of psoriasis and vitiligo | United States of America | Granted | 14/145,824 | 10,111,821 | November 5, 2032 |
Research and Development and License Agreements
On June 20, 2024, the Company entered into a Research Collaboration and Non-Exclusive License Agreement, as amended and restated on July 22, 2024 (the “License Agreement”) with NOVODX Corporation a Delaware corporation and a related party (“NOVODX”). NOVODX is a diagnostic company dedicated to the development and commercialization of innovative health products, with a primary focus on rapid diagnostic screenings and their companion therapeutics (see the Section “Certain Relationships And Related Party Transactions,” below). NOVODX is engaged in the research and development of rapid diagnostic devices intended for both Over the Counter (“OTC”) and Point of Care (“POC”) applications. NOVODX aims to manufacture, market, and sell these devices, either directly or indirectly, for use in at-home diagnostic screenings. NOVODX possesses or has the rights to use (through licenses or other agreements) certain assets, patent applications, and associated know-how, technology, scientific, and technical information. Collectively, these resources are referred to as the GoldNTM Ebola Rapid Test Technical Information, which pertains to the development of an Ebola diagnostic test (the “Ebola Rapid Test”). The agreement provides for issuance of 3,000,000 shares of restricted common stock, which were issued upon the agreement’s effectiveness.
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The agreement remains in effect until the earlier of the royalty term expiration or agreement termination. It does not permit sublicensing or assignment, and requires a 90-day notice for termination.
To date, no payments have been made under this agreement, other than the issuance of the restricted common stock. Additionally, no commercialization activities commenced under this agreement. This agreement was terminated as part of a settlement agreement with NOVODX on March 10, 2026.
Cosmofix/San Pellegrino license agreement
On September 1, 2022, Safety Shot (then Jupiter Wellness) entered into a license agreement with Cosmofix and San Pellegrino Cosmetics (the “Cosmofix/San Pellegrino License”) to manufacture and distribute Photocil and Hair Enzyme Booster (JW-700) in India and 31 other territories. The License was transferred to the Company pursuant to the Separation and Exchange Agreement. The original Cosmofix/San Pellegrino License provided for an initial term of three years with automatic one-year renewals unless terminated. Under the original license, the licensee paid an upfront fee of $20,000 and was required to pay $25,000 after launch of all products in the first year, followed by minimum annual royalties of $50,000 from the second year onwards. After the second year, the original license permitted us to terminate with 30-day notice if annual royalties fall below $50,000. The original license granted exclusive rights to manufacture and distribute the products in India and specified territories including Nepal, Bangladesh, Sri Lanka, Vietnam, Philippines, Malaysia, Cambodia, Laos, Indonesia, UAE, Egypt, Algeria, Tunisia, Congo, Nigeria, Kenya, Thailand, Bahrain, Iran, Iraq, Jordan, Kuwait, Lebanon, Libya, Morocco, Oman, Qatar, and Saudi Arabia. The licensee is responsible for obtaining necessary regulatory approvals, and manufacturing must comply with quality specifications and applicable laws. On June 1, 2026, we announced a revised agreement with SanPellegrino Cosmetics Private Limited, effective May 21, 2026, providing for a five-year initial term with automatic annual renewal and expanded territories, as described below under our licensing arrangements.
Applied Biology Inc. /Taisho Pharmaceutical Co. license agreement
On May 1, 2022, Applied Biology Inc. entered into an exclusive license agreement with Taisho Pharmaceutical Co., Ltd., granting Taisho rights to certain intellectual property and products. This agreement was subsequently acquired by Safety Shot (then Jupiter Wellness) from Applied Biology via an asset acquisition and is now owned by the Company following the transfer from Safety Shot pursuant to the Separation Agreement. The license grants exclusive rights in Japan for the development, manufacture, and commercialization of Hair Enzyme Booster (JW-700) formulations, including solutions, shampoos, conditioners, and related test products.
The license covers a comprehensive range of intellectual property, including patents, know-how, trademarks, and trade secrets related to minoxidil booster products. The agreement applies to current and future formulations, including aerosol versions and successor products. The technology transfer under the agreement encompasses preclinical and clinical data, regulatory communications, chemistry, manufacturing, and control (CMC) data, as well as manufacturing processes.
The agreement is underpinned by robust intellectual property protection, including U.S. Patent 11,766,392 and U.S. Patent 11,628,132 for the Hair Enzyme Booster (JW-700) for treating alopecia, both expiring October 4, 2039.
The agreement is structured with an initial term of five years, automatically renewing for successive one-year periods unless terminated. Financial terms include a $200,000 upfront payment, which was paid to Applied Biology prior to the asset purchase, and a $100,000 milestone payment contingent upon the first regulatory authorization in Japan (not yet achieved). Additionally, a 3% royalty on net sales is payable under the agreement.
Under the agreement, Taisho holds exclusive rights to research, develop, market, manufacture, import, and sell the licensed product in Japan. The Company, as the successor to Applied Biology, retains rights for all other markets. Caring Brands is responsible for maintaining and defending the licensed intellectual property, while Taisho is obligated to use commercially reasonable efforts to market the products within the licensed territory.
The agreement allows either party to terminate with six months’ notice prior to the expiration of the term or in the event of a material breach. Post-termination, a one-year non-compete provision restricts activities related to the licensed products.
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The license gives Taisho the exclusive rights to market our Hair Enzyme Booster (the “Booster”) in Japan for which the Company will receive a royalty on all sales of the Booster. The License was carried on the books of Safety Shot at zero value and the transfer of the License to the Company will be recorded at zero value.
Raw Material & Manufacturing
Our products are manufactured by Sanpellegrino Cosmetics Pvt. Ltd. through their manufacturing facility at Stella Industries Ltd., who sources raw materials from multiple qualified vendors. While we currently do not rely on any single or limited number of suppliers for raw materials, and have not experienced any shortages to date, we cannot provide absolute assurance that raw material availability will not be impacted in the future by supply chain disruptions, geopolitical events, or other factors beyond our control. Stella Industries Ltd., through our agreement with Sanpellegrino Cosmetics Pvt. Ltd., manufactures the Hair Enzyme Booster (JW-700) for our initial U.S. market launch. The agreement, effective May 1, 2024, governs the manufacturing of the Hair Enzyme Booster (JW-700) in accordance with brand owner specifications. Payment terms require 50% of the payment upon order placement and the remaining 50% upon product dispatch. Either party may terminate the agreement with a 30-day notice. We are also exploring the possibility of engaging DCR Labs, a former manufacturer for Jupiter Wellness, to potentially manufacture CB-101 in the future. However, no formal agreement is currently in place with DCR Labs.
For our Hair Enzyme Booster (JW-700) and other planned products, our manufacturer maintains relationships with multiple vendors for each key ingredient to help ensure consistent supply and competitive pricing. While we anticipate adequate availability of raw materials for our current and planned production volumes, market conditions affecting raw material supply and costs could impact our operations and manufacturing timelines. We work closely with our manufacturer to monitor raw material inventory levels and maintain appropriate safety stock to mitigate potential supply disruptions.
The original Cosmofix/SanPellegrino license covered manufacture, sale and distribution of Photocil and Hair Enzyme Booster in India and additional territories, and included proprietary know-how, technical information, processes, trade secrets, product formulas, manufacturing practices and testing methods. Products are subject to applicable quality specifications and regulatory requirements. On June 1, 2026, the Company announced a revised agreement with SanPellegrino Cosmetics Private Limited effective May 21, 2026, providing a five-year initial term with automatic annual renewal and expanded territories covering India, Mexico, Brazil, Colombia, Ecuador, Peru, the Dominican Republic, Trinidad and Tobago, Russia, Australia and New Zealand. Both products are manufactured in India. The announcement also described existing sublicense relationships with Eris in India and Glenmark across Asia and the Middle East.
The agreement is underpinned by robust intellectual property protection, including U.S. Patent 11,766,392 and U.S. Patent 11,628,132 for the Hair Enzyme Booster (JW-700) for treating alopecia, both expiring October 4, 2039, and U.S. Patent 10,111,821 for Photocil’s methods of treating psoriasis, vitiligo, atopic dermatitis, and pruritus, expiring November 5, 2032.
The original agreement, effective September 1, 2022, provided for a three-year initial term and automatic annual renewals, a $20,000 upfront payment, a $25,000 payment in the first year following product launches, a $50,000 minimum annual royalty beginning in the second year, a termination right if minimum royalties were not met, and a right to purchase products at cost plus 10%. The May 21, 2026 revised agreement extends the initial term to five years and expands the territories as described above.
Our Market Opportunity
Hair Enzyme Booster (JW-700) was launched on Amazon on October 28, 2024, and became available on NOVODX’s e-commerce platform on December 11, 2024. We are currently in the early stages of commercialization and are refining our marketing strategies for both platforms. Sales have been minimal during this initial soft launch period as we optimize our marketing approach and distribution channels. As of the date of this prospectus, the Hair Enzyme Booster (JW-700) is currently only for sale on Amazon.
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Discussions are ongoing to utilize an established third-party e-commerce platform to further expand our online presence. While retail channel opportunities are being explored, no formal agreements have been executed to date.
Our commercialization strategy combines business-to-business licensing with targeted direct-to-consumer sales through Amazon and potential additional channels. We are coordinating third-party manufacturing and supply logistics, packaging and labeling requirements, regulatory compliance and diligence materials for potential licensees and regional distributors. Following the initial Series B closing, we announced plans to fund domestic and international marketing campaigns and develop a proprietary salesforce. The timing and results of these initiatives depend on funding, operational readiness, regulatory requirements and market acceptance.
Our Growth Strategy
We plan to seek acquisition opportunities in the branded consumer products space, including but not limited to additional OTC/cosmetic therapeutic brands and skin care brands that can be manufactured, marketed and distributed without additional FDA approval. We may market such products as they are currently formulated or may seek to modify the formulations for such products. We have no definitive agreements in place to acquire any other entities. We also intend to sell the product online directly through our own website, and other third-party marketplaces as these sites permit.
Marketing
We expect to continually update and expand upon our corporate website and further refine our online retail strategies on an ongoing basis. caringbrands.com is our primary corporate website, which will serve as the primary source of information about us for investors and contain press releases, clinical trial pipeline, lab reports, blog posts, and additional information about each of our brands. We anticipate that each brand will have its own front-facing website dedicated to retail sales and brand specific information. As we expand our brands we anticipate utilizing the same strategy and dedicating a new e-commerce website to each brand moving forward. We are also building a website dedicated to servicing our wholesale and larger distributor clients. This website will have more information about each product and provide a central location for larger retailers to find more in-depth information about all of our brands in one place.
Competition
The consumer product industry is highly fragmented with numerous companies, consisting of publicly- and privately-owned companies. There are also large, well-funded companies that have indicated their intention to compete in the over-the-counter skincare product category in the U.S. Our products feature unique mechanisms of action that have demonstrated clinical benefits, underscoring their effectiveness and value. We routinely assess internal and external opportunities to optimize stockholder value through the development of innovative new products, as well as strategic asset acquisitions or sales. With a strong foundation and expertise in the market, we believe we are well-positioned to capitalize on growth opportunities in the expanding over-the-counter skincare product category. We face competition from larger companies that are, or may be in the process of offering similar products to ours. Many of our current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources than we have or may be expected to have. However, our products are differentiated through a unique mechanism of action that offers clinical benefits not provided by traditional products. This innovation positions us to compete effectively by demonstrating to consumers that our formulations deliver superior results. We plan to leverage targeted marketing strategies and education to build brand trust and establish ourselves as a competitive alternative to existing brands.
Competitors may include major pharmaceutical and biotechnology companies and public and private research institutions. Our management cannot be certain that we will be able to compete against current or future competitors or that competitive pressure will not seriously harm our business prospects. These competitors may be able to react to market changes, respond more rapidly to new regulations or allocate greater resources to the development and promotion of their products than we can.
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Furthermore, some of these competitors may make acquisitions or establish collaborative relationships among themselves to increase their ability to rapidly gain market share. Large pharmaceutical companies may eventually enter the market.
Competition faced for each product category
For the treatment of psoriasis the market is dominated by biologics including IL-23 inhibitors (risankizumab (Skyrizi; AbbVie/Boehringer Ingelheim) and guselkumab (Tremfya; Janssen)) dominate the US psoriasis market with ~31% market share, followed by IL-17 inhibitors (ixekizumab (Taltz; Lilly) and secukinumab (Cosentyx; Novartis)) with ~23%, TNF inhibitors with 23% and ustekinumab (Stelara; Janssen) with 13%. Deucravacitinib (Sotyku; Bristol Myers Squibb) is a member of the Janus kinase inhibitor family. These biologicals can exhibit significant side-effects commonly including increasing susceptibility to infections. Janus kinase inhibitors in patients 50 years of age and older, with at least one cardiovascular risk factor, have shown higher rates of all-cause mortality, including sudden cardiovascular death, major adverse cardiovascular events, overall thrombosis, deep venous thrombosis, pulmonary embolism, and malignancies (excluding non-melanoma skin cancer) were observed in patients treated with the JAK inhibitor compared to those treated with TNF blockers.
Most cases of localized, plaque-type psoriasis can be treated with topical glucocorticoids, although long-term use can be complicated by loss of effectiveness and atrophy of the skin. Calcipotriene, a vitamin D analogue, and tazarotene, a retinoic acid derivative, are also effective in the treatment of limited psoriasis. Narrow-band UV therapy, either alone or in combination with topical steroids has also been shown to be effective.
In contrast, Photocil allows narrow-band UV rays to target psoriasis with minimal side-effects. Phototherapy is considered to be one of the most effective therapies for psoriasis but conventional phototherapy lamp treatment requiring frequent physician visits has not gained patient acceptance. Topical Photocil treatment which can be used at home avoids this problem.
Treatments for vitiligo include the use of topical corticosteroids and tacrolimus. Ruxolitinib (Opzelura™) a JAK inhibitor is the only biologic medication approved by the U.S. Food and Drug Administration (FDA) to restore lost skin color in people who have vitiligo. It is marketed by Incyte. Phototherapy is used, alone or in combination with corticosteroids, and can lead to re-pigmentation. Topical Photocil treatment is more convenient and has fewer side effects than these other approaches.
Our Hair Enzyme Booster does not on its own increase hair growth but can work to improve the efficacy of minoxidil, an FDA-approved treatment for hair growth. There are many products on the market (most of them nutritional supplements) that address improved hair growth. The majority are not FDA approved. The Hair Enzyme Booster works with a clinically proven FDA-approved product to improve hair growth. The market for minoxidil in 2024 was over $1billion worldwide. Our license with Taisho, the largest supplier of minoxidil in Japan, shows the potential of the combination with Hair Enzyme Booster.
Given the rapid changes affecting the global, national, and regional economies in general and skin-care and hair-care research and development in particular, we may not be able to create and maintain a competitive advantage in the marketplace. Time-to-market is an important factor in our industry and our success will depend on our ability to develop innovative products that will be accepted by patients as efficient and helpful to use.
Our success will also depend on our ability to respond quickly to, among other things, changes in the economy, market conditions, and competitive pressures. Any failure to anticipate or respond adequately to such changes could have a material effect on our financial condition, operating results, liquidity, cash flow and our operational performance.
Government Regulations
Our business and our products are subject to regulatory requirements for both over-the-counter (OTC) and cosmetic products in the U.S. and internationally, including by the US Food and Drug Administration (the “FDA”), the Consumer Product Safety Commission (the “CPSC”), the Federal Trade Commission (the “FTC”). These laws and regulations principally relate to the ingredients, proper labelling, advertising, packaging, marketing, manufacture, safety, shipment and disposal of our products. Further, as the vast majority of our products are imported from overseas manufacturers, we may also be subject to Customs Border Patrol clearance regulations prior to goods being released into the United States market.
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We market certain non-prescription drug products, including certain products that are intended to be used as sunscreens, which are regulated as over-the-counter (“OTC”) drug products by the FDA. In the U.S., OTC products must comply with the regulatory framework set forth by the FDA, which includes requirements related to acceptable active ingredients, required labeling, manufacturing specifications, quality control standards, registration requirements (including National Drug Code (NDC) numbers), and Good Manufacturing Practice (GMP) compliance.
Certain OTC drug products are subject to regulation pursuant to United States Pharmacopeia USP “monographs,” which provide standards applicable to each therapeutic category of non-prescription drug, and establishes conditions, such as active ingredients, uses (indications), doses, labeling, and testing procedures, under which an OTC drug within that particular category may be generally recognized as a safe and effective (“GRASE”), and therefore can be marketed without obtaining pre-market approval of an new drug application (“NDA”) or abbreviated new drug application (“ANDA”). To be legally marketed, among other things, OTC drug products marketed under an OTC monograph must be manufactured in compliance with the FDA’s GMP requirements for drug products, and the failure to maintain compliance with these requirements could lead to FDA enforcement action. Moreover, a failure to comply with the OTC monograph requirements could lead the FDA to determine that the drug is not GRASE, and thus is a “new drug” requiring approval in accordance with the NDA or ANDA processes, or to make changes to its manufacturing processes or product formulations or labels.
We also market cosmetic products, which are regulated by the FDA under the Federal Food, Drug, and Cosmetic Act (FDCA), as amended by the Modernization of Cosmetics Regulation Act of 2022 (MoCRA). Under these regulations, we are required to register our manufacturing facilities with the FDA, list our cosmetic products and their ingredients, maintain safety substantiation records, report serious adverse events, and comply with Good Manufacturing Practice (GMP) requirements. The FDA now has mandatory recall authority for cosmetic products that may cause serious adverse health consequences. Failure to comply with these new regulatory requirements could result in FDA enforcement actions, including mandatory recalls, facility inspections, and potential civil penalties.
Moreover, the FTC regulates and can bring enforcement action against cosmetic companies for deceptive advertising and lack of adequate scientific substantiation for claims. The FTC requires that companies have a reasonable basis to support marketing claims. What constitutes a reasonable basis can vary depending on the strength or type of claim made, or the market in which the claim is made, but objective evidence substantiating the claim is generally required. The FTC can seek civil monetary penalties, injunctive relief, and consumer redress for violations of the FTC Act.
In addition to U.S. regulations, our products are subject to varying regulatory frameworks internationally. For example, in India, our products must receive approval from the Central Drugs Standard Control Organization (CDSCO) before they can be marketed. All of our products currently marketed in India have received and maintain the necessary CDSCO approvals.
Our products in India are regulated under the Drugs and Cosmetics Act, 1940 and the Drugs and Cosmetics Rules, 1945 by the Central Drugs Standard Control Organization (CDSCO), the national authority responsible for drug and cosmetic safety and compliance in India.
Photocil was registered as a cosmetic product with CDSCO in October 2022 and complies with the Bureau of Indian Standards (BIS) requirements for sunscreen products. The Hair Enzyme Booster (JW-700) received CDSCO cosmetic labeling approval in June 2023 and is classified as a cosmetic product. Its manufacturing and quality control processes comply with Schedule M-II requirements for cosmetics.
Manufacturing partner, Stella Indusstries Ltd., holds all necessary state licenses and complies with Good Manufacturing Practice (GMP) standards, ensuring high-quality production. Ongoing regulatory compliance is maintained through regular quality control testing at CDSCO-approved laboratories, adherence to labeling requirements under the Drugs and Cosmetics Rules, proper documentation and record-keeping, and periodic facility inspections by state licensing authorities.
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Our Indian licensee, Cosmofix and San Pellegrino Cosmetics, holds all required licenses and permits for importing, manufacturing, and distributing our products in India. All our product formulations comply with the safety standards set forth in the Drugs and Cosmetics Rules. Any new products introduced in India will undergo the necessary CDSCO review process prior to commercialization. We continue to work closely with our manufacturing and distribution partners to ensure ongoing compliance with all applicable Indian regulatory requirements.
Failure to comply with these regulatory requirements could result in product recalls, regulatory enforcement actions, manufacturing disruptions, reputational damage, and loss of market access. Additionally, changes in regulations or the interpretation of existing regulations may require significant resources to maintain compliance and could delay or prevent the launch of our products.
Employees
Currently, we have three full-time employees, which includes our Chief Executive Officer, Dr. Glynn Wilson; our operations manager, Paul Jones; and our Executive Chairman, Brian S John. We believe our relations with our employees to be good.
Corporate History
Caring Brands, Inc. was incorporated in State of Nevada on April 23, 2024, On May 13, 2024, an Amendment to the Articles of Incorporation was submitted with the State of Nevada to revise the par value to $0.001 per share, followed by an amendment on July 9, 2024 to add 1,000,000 preferred shares with a par value of $0.001 to the authorized share capital. Caring Brands was incorporated for the purpose of the separation of our business operation from Safety Shot and have not historically operated as a standalone company. Pursuant to the Separation and Exchange Agreement, we acquired 100% equity in Caring Brands Florida. Consequently, Caring Brands Florida now operates as an operating subsidiary of the Company.
Caring Brands, Inc., a Florida Corporation (“Caring Brands Florida”) was originally incorporated in the State of Florida on February 12, 2020, under the name Jupiter Wellness Inc. In June 2020, Articles of Amendment were filed with the Florida Department of State Division of Corporations to amend the articles of incorporation to change the name of the company to Caring Brands, Inc.
Our principal business address is 130 S Indian River Drive, Suite 202 pbm# 1232, Fort Pierce, FL 34950. We are currently authorized to issue a total of 100,000,000 shares of common stock with a par value of $0.001. As of October 22, 2026, we had 10,468,226 shares of common stock issued and outstanding. CaringBrands.com is our primary corporate website, which will serve as the primary source of information about us for investors and will contain press releases, clinical trial pipeline, lab reports, blog posts, and additional information about each of our brands. Information contained on or accessible through this website is not a part of this report, and the inclusion of such website address in this report is an inactive textual reference only.
Implications of Being an Emerging Growth Company and a Smaller Reporting Company
We are an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
| ● | Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); | |
| ● | Comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); | |
| ● | Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and | |
| ● | Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. |
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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.235 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act,”) which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
To the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, instead of three years.
MANAGEMENT
The following table sets forth our executive officers and directors, their ages and the positions held by them, as of the date of this prospectus:
| Name | Age | Position | Date Appointed | |||
| Dr. Glynn Wilson | 78 | Chairman, Chief Executive Officer and Director | 03/26/2024 | |||
| Brian R. Meadows | 62 | Chief Financial Officer and Director | 09/04/2026 (Director); 09/18/2026 (CFO) | |||
| Dr. Hector Alila | 71 | Independent Director | 03/27/2024 | |||
| Christopher Galeta | 56 | Independent Director | 05/20/2025 | |||
| Christopher Melton | 52 | Independent Director | 09/17/2024 |
Dr. Glynn Wilson, Chairman, Chief Executive Officer and Director, has served as our director since March 26, 2024. Mr. Wilson was appointed our Chief Executive Officer in April 1, 2024. Dr. Wilson previously served as a Director of TapImmune, Inc. from February 2005 until October 2018 and as Chief Executive Officer from July 2009 through September 2017 until its merger with Marker Therapeutics. Dr. Wilson also served as President of Auriga Laboratories, Inc. from June 1, 2005 through March 13, 2006, and as Chief Scientific Officer from March 13, 2016 through August 25, 2006. He was the Chief Scientific Officer at Tacora Corporation from 1994 to 1997 and was the Vice-President, R&D, at Access Pharmaceuticals from 1997 to 1998. Dr. Wilson was Research Area Head, Cell and Molecular Biology in Advanced Drug Delivery at Ciba-Geigy Pharmaceuticals from 1984-1989 and Worldwide Head of Drug Delivery at SmithKline Beecham from 1989 to 1994. He was an Assistant Professor at Rockefeller University, New York, in the laboratory of the Nobel Laureates, Sanford Moore and William Stein, from 1974 to 1979. Dr. Wilson was appointed as CEO due to his demonstrated success in leading public companies and approach to transforming scientific innovation into market-ready solutions. His ability to lead both scientific teams and corporate strategies ensures that the company can capitalize on its innovations and navigate complex regulatory and market environments, making him ideally suited to drive the company’s growth and operational success.
Brian R. Meadows, Chief Financial Officer and Director, joined our Board on September 4, 2026 and became our Chief Financial Officer and principal financial officer on September 18, 2026. His background includes CFO roles at Jones Soda, Trubar and Atmofizer, and earlier positions at GLG Life Tech and TELUS. He holds degrees from Glasgow and Wilfrid Laurier and CPA (CMA) and CFA credentials. His finance and public-company experience supports his Board service. He is not an independent director because of his executive role.
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Dr. Hector Alila, Director, has served as one of our directors since March 27, 2024. Dr. Alila brings 30 years of demonstrated scientific experience in product development and successful management leadership in biopharmaceutical industry. He is the Founding President and Chief Executive Officer of Esperance Pharmaceutical Inc., a clinical stage biopharmaceutical company that has successfully developed novel targeted cancer therapeutics currently in clinical development. Dr. Alila founded Esperance Pharmaceutical, Inc. in 2006. Prior to Esperance, Dr. Alila served as Senior Vice President of Drug Development at Protalex, Inc., where he led the development of a drug currently in clinical trials for treatment of autoimmune diseases. He was previously Vice President of Product Development at Cell Pathways, Inc., where he was responsible for the development cancer drugs, and a director of Biology/pharmacology at GeneMedicine, Inc., where he led product development of gene medicines. He also held several research, product development and management positions at SmithKline Beecham Pharmaceuticals. He obtained his Ph.D. in physiology and immunology from Cornell University. Dr. Alila was appointed to the board because of his exceptional expertise in drug development and his work in the field of cancer therapeutics. His leadership in advancing breakthrough biopharmaceutical innovations from concept to clinical trials, along with his strategic insight into both research and commercial development, brings invaluable experience to guide the company’s growth.
Christopher Galeta, Director, has served as one of our directors since May 20, 2025. He has been a member of Florida Bar for the past 27 years. He is admitted to practice in all Courts in the State of Florida and the United States District Court Southern District of Florida. His career began defending insureds for many of the largest insurance companies in Florida and nationally. He went on the work as Associate Counsel for Travelers Insurance Company and GEICO Insurance Company. He moved into private practice where he continued to litigate liability claims for major insurance carriers. His practice expanded to include property, business, commercial litigation; and representation of individuals injured because of another’s negligence. In 2012, Mr. Galeta started Christopher M. Galeta P.A., where he continued to focus on the same areas of law. In 2018, Mr. Galeta opened Ocean View Title & Escrow in Palm Beach Gardens, Florida that serves residential and commercial markets. His law practice now includes representation of individual/corporate buyers and sellers of commercial and residential properties, aircraft and pleasure marine craft. Mr. Galeta currently serves as in-house counsel for Off The Hook YS Inc. Mr. Galeta has been awarded the prestigious AV Preeminent Rating from Martindale Hubbell and included in Florida’s Legal Elite. He was selected to serve as a director because of his extensive legal experience with contracts and business agreements. His background in advising companies on contractual matters provides valuable perspective to the Board, and we believe his professional skills and judgment make him well-suited to serve as a director.
Christopher Melton, Director, has served as one of our directors since September 17, 2024. He has served as a specialist land acquisition advisor with SVN since 2019 and is a licensed real estate salesperson in the State of South Carolina and Georgia. Mr. Melton co-founded Callegro Investments in 2012 to invest in distressed master-planned communities. Mr. Melton also serves on several public and private boards, including Safe & Green Development and SRM Entertainment. From 2008 to 2012 Mr. Melton capitalized various media and retail ventures including Bestival and Any Old Iron. From 2000 to 2008, Mr. Melton was a Portfolio Manager for Kingdon Capital Management (“Kingdon”) in New York City, where he ran an $800 million book in media, telecom and Japanese investment. Mr. Melton opened Kingdon’s office in Japan, where he set up a Japanese research company. From 1997 to 2000, Mr. Melton served as a Vice President at JPMorgan Investment Management as an equity research analyst, where he helped manage $500 million in REIT funds under management. Mr. Melton was a Senior Real Estate Equity Analyst at RREEF Funds in Chicago from 1995 to 1997. RREEF Funds is the real estate investment management business of Deutsche Bank’s Asset Management division. Mr. Melton earned a Bachelor of Arts in Political Economy of Industrial Societies from the University of California, Berkeley in 1995. Mr. Melton earned Certification from University of California, Los Angeles’s Anderson Director Education Program in 2014. Mr. Melton earned a certificate in cybersecurity for managers from MIT in 2021 and certificate in AI strategy from Cornell in 2023. Mr. Melton was appointed to the board due to his extensive investment experience, combined with his strong background in finance and portfolio management. As the Audit Chair, he brings critical oversight and governance experience, ensuring the integrity of the company’s financial reporting. His unique skill set in both public and private sectors, along with his strategic insights into emerging trends positions him as a key advisor to guide the company’s strategic direction and investment opportunities.
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Family Relationships
There are no family relationships among any of our officers or directors.
Arrangements between Officers and Directors
To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer.
Other Directorships
The following directors currently serve, or have served during the past five years, as directors of other entities that have securities registered under Section 12 of the Securities Exchange Act of 1934 or are otherwise subject to the reporting requirements of the Exchange Act. Mr. John serves as a member of the board of directors and chief executive officer of Off The Hook YS Inc. Dr. Glynn Wilson currently serves as a director of Cadrenal Therapeutics, Inc. and previously served as a director of Jupiter Wellness Inc. from 2019 to 2024. Mr. Melton currently serves as a director of RenX Enterprises Corp, Bonk Inc, Tron Inc, and JFB Construction Holdings. Mr. Alila previously served as a director of Jupiter Wellness Inc. from 2019 to 2024. None of the other directors currently serve, or have served during the past five years, as directors of any other issuers with a class of securities registered under Section 12 of the Exchange Act or otherwise subject to the reporting requirements of the Exchange Act.
Corporate Governance
Corporate governance refers to the policies and structure of the board of directors of a corporation, whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the board from executive management and the adoption of policies to ensure the board recognizes the principles of good management. Our Board is committed to sound corporate governance practices, as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership, of Common Stock and other of our equity securities on Forms 3, 4, and 5, respectively. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.
Based solely on our review of Forms 3, 4 and 5 and amendments thereto filed electronically with the SEC during the most recent fiscal year, we believe that all reports required by Section 16(a) for transactions in the fiscal year ended December 31, 2025, were timely filed except for the following due to administrative oversight: Form 3s for all directors and officers were filed 5 calendar days later on November 14, 2025 after our registration statement on Form S-1 became automatically effective on October 30, 2025; Form 4 filed one business day late on December 16, 2025 reporting the issuance of the stock option grant of Dr. Hector Alila under the equity incentive plan on December 11, 2025.
Board of Directors
Our Board is responsible for the stewardship of the Company, overseeing management and the enhancement of shareholder value. The Board is responsible for:
| (a) | adopting a strategic plan for the Company and reviewing the plan in light of management’s assessment of emerging trends, the competitive environment, the opportunities for the business of the Company, risk issues, and significant business practices and products; |
| (b) | ensuring that the risk management of the Company is prudently addressed; |
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| (c) | reviewing the Company’s approach to human resource management and overseeing succession planning for management; |
| (d) | reviewing the Company’s approach to corporate governance, including an evaluation of the adequacy of the mandate of the Board, director independence standards and compliance with the Company’s Code of Business Conduct and Ethics and; |
| (e) | upholding a comprehensive policy for communications with shareholders and the public at large. |
The frequency of meetings of the Board and the nature of agenda items may change from year to year depending upon the activities of Caring Brands. Our board of directors intend to meet at least quarterly and at each meeting there is a review of the business of Caring Brands.
Our Board facilitate its exercise of independent supervision over the Company’s management through meetings of the board held for the purposes of obtaining an update on significant corporate activities and plans, both with and without members of the Company’s management being in attendance.
Board Composition; Independence
The NASDAQ listing standards require that a majority of our board of directors must be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that Christopher Melton, Christopher Galeta and Dr. Hector Alila, are considered to be independent. Our Board currently consists of five directors, three of whom are independent. Dr. Wilson and Mr. Meadows are not independent.
Board Committees
Our Board directs the management of our business and affairs and conducts its business through meetings of the Board and its standing committees. As of the date hereof, the Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues.
Audit Committee
Our audit committee consists of Messrs. Melton, Galeta and Alila with Mr. Melton serving as the chairman. Our Board has determined that Mr. Melton is an “audit committee financial expert” within the meaning of the SEC regulations. Our Board has also determined that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector. The functions of this committee include:
| ● | selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; | |
| ● | helping to ensure the independence and performance of the independent registered public accounting firm; | |
| ● | discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; | |
| ● | developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; | |
| ● | reviewing our policies on risk assessment and risk management; |
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| ● | reviewing related party transactions; | |
| ● | obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and | |
| ● | approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm |
Compensation Committee
Our compensation committee consists of Messrs. Galeta, Alila and Melton with Mr. Alila serving as the chairman. The functions of the compensation committee will include:
| ● | reviewing and approving, or recommending that our Board approve, the compensation of our executive officers; | |
| ● | reviewing and recommending that our Board approve the compensation of our directors; | |
| ● | reviewing and approving, or recommending that our Board approve, the terms of compensatory arrangements with our executive officers; | |
| ● | administering our stock and equity incentive plans; | |
| ● | selecting independent compensation consultants and assessing conflict of interest compensation advisers; | |
| ● | reviewing and approving, or recommending that our Board approve, incentive compensation and equity plans; and | |
| ● | reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy. |
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Messrs. Galeta, Alila and Melton with Mr. Galeta serving as the chairman.
The functions of the nominating and governance committee will include:
| ● | identifying and recommending candidates for membership on our Board; | |
| ● | including nominees recommended by stockholders; |
| ● | reviewing and recommending the composition of our committees; | |
| ● | overseeing our code of business conduct and ethics, corporate governance guidelines and reporting; and | |
| ● | making recommendations to our Board concerning governance matters. |
The nominating and corporate governance committee also annually reviews the nominating and corporate governance committee charter and the committee’s performance.
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Board Leadership Structure and Role in Risk Oversight
Our Board is primarily responsible for overseeing our risk management processes. Our Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our assessment of risks. Our Board focuses on the most significant risks we face our general risk management strategy, and also ensures that risks we undertake are consistent with our Board’s appetite for risk. While our Board oversees our risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks we face and that our Board leadership structure supports this approach.
Our bylaws permit the Board to combine or separate the offices of Chairman and Chief Executive Officer. Since September 18, 2026, Dr. Wilson has held both offices. Management remains responsible for day-to-day operations, while the Board and its committees oversee management and risk.
Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics, applicable to all of our directors, officers, employees and all persons performing similar functions. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed in our public filings with the Commission.
Corporate Governance Guidelines
We have adopted a corporate governance guidelines that serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas including the size and composition of the Board, Board membership criteria and director qualifications, director responsibilities, Board agenda, roles of the chairman of the Board and Chief Executive Officer and Chief Financial Officer, meetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning.
Insider Trading Policy
We have adopted an Insider Trading Policy that governs the purchase, sale, and/or other disposition of our securities and is applicable to our directors, officers, employees, and other covered persons. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to the Company.
Involvement in Certain Legal Proceedings
To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:
| 1. | any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; |
| 4. | being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
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| 5. | being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | |
| 6. | being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets out the compensation paid or payable to the Named Executive Officers (“NEO”) of the Company during the last two fiscal years:
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Dr. Glynn Wilson | 2025 | $ | 170,486 | 195,029 | $ | 365,515 | ||||||||||||||||||||||||||||||
| Chief Executive Officer | 2024 | $ | 165,000 | - | - | - | - | - | - | 165,000 | ||||||||||||||||||||||||||
| Markita Russell | 2025 | $ | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Former Chief Financial Officer** | 2024 | $ | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Tyler Moore | 2025 | $ | 83,958 | 339,000 | 422,958 | |||||||||||||||||||||||||||||||
| Former Chief Financial Officer*** | 2024 | $ | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Brian S John | 2025 | $ | 175,626 | - | - | 58,558 | - | - | - | $ | 234,184 | |||||||||||||||||||||||||
| Former Executive Chairman and Interim Chief Financial Officer; Chief Investment Officer# | 2024 | $ | 137,500 | - | - | - | - | - | - | 137,500 | ||||||||||||||||||||||||||
** Ms. Russell resigned as Chief Financial Officer of the Company, effective September 4, 2025.
*** Mr. Moore was appointed as the Chief Financial Officer on September 4, 2025 and resigned effective January 5, 2026.
# Mr. Brian John was appointed to serve as the Interim Chief Financial Officer effective March 30, 2026 and ceased serving in all roles at the Company on September 16, 2026.
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Director Compensation
On December 11, 2025, each of our three independent directors was granted an option to purchase up to 25,000 shares of common stock under the Company’s Equity Incentive Plan. These option grants were made as compensation for board service. 2026 Director Option Grants. Based on the Company’s Section 16 reporting and management confirmation, on September 28, 2026 Brian R. Meadows received options to acquire 25,000 common shares at an exercise price of $1.24 per share. The options vested immediately and expire September 28, 2031. The grant was made in connection with his director service and is separate from the consulting fees for his Chief Financial Officer services. The Company will reconcile the option grant-date fair value and the grants to other directors against the underlying option agreements, Form 4 filings and equity compensation accounting records before filing.
2024 and 2025 NEO and non-NEO Compensation
During the year ended December 31, 2024, the Company paid $302,500 to NEOs and $135,480 was paid to non-NEOs (other employees).
During the year ended December 31, 2025, the Company paid $1,022,657 to NEOs and $207,000 was paid to non-NEOs (other employees).
Employment Agreements
The Company’s employment and executive-service arrangements are described below.
Dr. Glynn Wilson – Chairman and Chief Executive Officer
On April 1, 2024, we entered into a written employment agreement with Dr. Glynn Wilson, pursuant to which Dr. Wilson shall serve as our Chief Executive Officer (the “Wilson Employment Agreement”). The Wilson Employment Agreement has an initial term of two (2) years and shall automatically renew for two (2) year periods unless otherwise terminated by either party. Dr. Wilson shall be paid a base salary of $250,000 annually, of which $75,000 will accrue until the company completes its IPO listing. The base salary shall increase by 10% for each calendar year thereafter. Dr. Wilson shall also be entitled to discretionary bonus payments based on targets established by mutual agreement, with the bonus amount to be determined by the compensation committee. The agreement also provides that Dr. Wilson will be eligible for annual cost of living adjustments based on the Consumer Price Index, participation in the company’s stock option or restricted stock programs, and standard company benefits including health insurance and 401(k).
In the event of termination by the Company without cause, Dr. Wilson is entitled to receive six months of base salary as severance pay, reimbursement of insurance premiums for six months, and a pro-rata portion of any annual incentive bonus for the fiscal year in which termination occurs. These same benefits apply in the event of a change of control resulting in loss of employment.
Brian John – Former Chairman, Interim Chief Financial Officer and Chief Investment Officer
On April 1, 2024, we entered into a written employment agreement with Brian John, pursuant to which Mr. John shall serve as our Chief Investment Officer (the “John Employment Agreement”). The John Employment Agreement has an initial term of two (2) years and shall automatically renew for two (2) year periods unless otherwise terminated by either party. Mr. John shall be paid a base salary of $250,000 annually, of which $75,000 will accrue until the company completes its IPO listing. The base salary shall increase by 10% for each calendar year thereafter. Mr. John shall also be entitled to discretionary bonus payments based on targets established by mutual agreement, with the bonus amount to be determined by the compensation committee. The agreement also provides that Mr. John will be eligible for annual cost of living adjustments based on the Consumer Price Index, participation in the company’s stock option or restricted stock programs, and standard company benefits including health insurance and 401(k).
2026 Departure and Contractual Termination Provisions. Mr. John ceased serving as the Company’s Chairman, Interim Chief Financial Officer and Chief Investment Officer on September 16, 2026. Management has confirmed that, as of October 22, 2026, the Board has not approved severance in connection with his departure and that no compensation, consulting fees or other payments have been made to him following his departure. The Company has not determined in this disclosure whether his departure constituted termination for cause, termination other than for cause, or voluntary termination under the April 1, 2024 employment agreement. Accordingly, the absence of Board approval or payment should not be interpreted as a determination that no contractual amounts may be due. The Company, with counsel, is evaluating the circumstances of the separation, any accrued compensation or other contractual obligations, and the appropriate financial statement accrual and disclosure, including in light of the outstanding repayment matter.
Under Section 6(c) of the John Employment Agreement, termination by the Company for “Cause,” as defined therein, provides for base salary through the termination date and continued exercisability of vested stock options under their grant terms. The agreement states that other terminations by the Company are treated as termination “Other than for Cause.” Under Section 6(d), a termination by the Company other than for cause provides for earned compensation, severance equal to six months of base salary, accrued and unpaid prior-year incentive bonuses (if any), reimbursable expenses, six months of group-health insurance premium reimbursement (including COBRA, if applicable), and a pro-rata portion of any current-year incentive bonus earned based on performance. Section 6(f) provides comparable benefits following a loss of employment due to a change of control. Section 6(e) separately addresses voluntary termination and continued exercisability of vested options. The agreement also provides that vested but unexercised stock options remain exercisable through their stated terms upon termination as specified therein. The agreement’s base salary commenced at $250,000 annually, with specified annual increases and cost-of-living adjustments; therefore, the amount of any hypothetical six-month severance cannot be established without confirming the applicable salary and contractual circumstances. No severance amount has been approved or paid in connection with Mr. John’s September 16, 2026 departure.
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External Management Companies
Brian R. Meadows provides Chief Financial Officer services through Myall Luna Ventures Inc., of which he is President. The consulting agreement, effective September 2, 2026 and amended September 18, 2026, provided for $10,000 per month initially, replaced by $15,000 per month effective September 18, 2026 as the services expanded to include the full-time CFO role. Its stated term ends September 1, 2027, without automatic renewal; either party may terminate on 30 days’ notice. Reasonable out-of-pocket expenses approved in writing in advance are reimbursable. Fees are earned pro rata through termination, and unearned prepaid fees must be refunded.
Management confirms that Mr. Meadows receives no other Company compensation beyond the $15,000 monthly consulting fee paid to Myall Luna Ventures Inc. and his September 28, 2026 grant of 25,000 director stock options; specifically, there are no additional cash director fees, bonuses, RSUs, warrants or other compensation arrangements. The monthly fee is an annualized rate of $180,000, not compensation earned for a full 2026 fiscal year. The Company also confirms that Dr. Wilson’s existing compensation arrangement has not changed in 2026 and that no other directors received cash fees, consulting fees, bonuses or additional stock awards during 2026 other than disclosed director option grants. Historical 2024–2025 Summary Compensation Table amounts have not been modified by this update.
Mr. Meadows’ September 4, 2026 director agreement provides for an annual grant of options to purchase 25,000 common shares under the Equity Incentive Plan, with an exercise price equal to market price at issuance and a five-year term, subject to the Plan and applicable option agreement. Following his appointment as CFO on September 18, 2026, the Board determined that he was no longer independent.
Clawback Policy
We have adopted a Clawback Policy, in compliance with the SEC’s Rule 10D-1 of the Exchange Act and Nasdaq’s final Rule 5608. The Clawback Policy requires the repayment of certain erroneously awarded incentive-based compensation paid to any current or former executive officer, including our named executive officers, in connection with a restatement of financial statements if such compensation exceeds the amount that the executive officers would have received based on the restated financial statements.
Stock Options and Other Compensation Securities
During the year ended December 31, 2025 there was no exercise of options granted under the Stock Option Plan or other rights to acquire securities of the Company by NEOs or directors of the Company.
Equity Compensation Plan Information
The following table sets forth information as of December 31, 2025 relating to all of our equity compensation plans:
| Plan Category | (a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted-average Exercise Price of Outstanding Options, Warrants and Rights | (c) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Referenced in Column (a)) | |||||||||
| Equity compensation plans approved by Stockholders | 175,000 | (1) | $ | 1.19 | (2) | 209,050 | ||||||
| Equity compensation plans not approved by Stockholders | - | - | - | |||||||||
| Total | 175,000 | (1) | $ | 1.19 | (2) | 209,050 | ||||||
| (1) | Includes options outstanding under our Equity Incentive Plan. |
| (2) | Represents weighted-average exercise price per share of common stock acquirable upon exercise of outstanding stock options. |
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Equity Incentive Plan
On September 30, 2024, our Board and our stockholders approved our Equity Incentive Plan (the “Plan”), which reserved a total of 2,000,000 shares of common stock for grant of awards. The awards may generally be issued to officers, key employees, consultants and directors and include the grant of nonqualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance shares and performance units. During the year ended December 31, 2025, the Company granted awards under the Plan, including equity awards to certain executive officers. Information regarding these awards is included in the Summary Compensation Table above.
Outstanding Equity Awards at Fiscal Year-End
The following table shows information regarding equity awards held by our named executive officers as of December 31, 2025:
| Number of Securities Underlying Unexercised Options (#) | Option Exercise | Option Expiration | Number of options /RSUs that have not | Market value of shares or units of stock that have not | ||||||||||||||||||||
| Name | Exercisable | Unexercisable | Price | Date | vested (1) | vested ($) | ||||||||||||||||||
| Brian John | 100,000 | - | $ | 1.2430 | 12/11/2030 | 100,000 | $ | 52,123 | ||||||||||||||||
| Glynn Wilson | - | - | $ | - | - | 172,592 | $ | 176,453 | ||||||||||||||||
| Tyler Moore* | - | - | $ | - | - | 300,000 | $ | 303,615 | ||||||||||||||||
*Mr. Moore resigned as the Chief Financial Officer of the Company effective January 5, 2026.
Employment, Consulting and Management Agreements
As of the date hereof, other than as described above, the Company does not have any contract, agreement, plan or arrangement that provides for payments to the named executive officers (the “NEOs”) at, following, or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a director or NEO’s responsibilities.
Pension Plan Benefits
The Company does not anticipate having any deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The following is a description of transactions or series of transactions since our incorporation, to which we were or are to be a participant and in which the amount involved exceeds the lesser of $120,000 or 1% of the average of the total assets at December 31, 2025 and 2024, and in which any of our directors, executive officers or persons who we know hold more than five percent of any class of our capital stock, including their immediate family members, had or will have a direct or indirect material interest, other than compensation arrangements with our directors and executive officers.
Prior to September 24, 2024, Caring Brands Florida was consolidated into Safety Shot’s financial statements as a majority-owned subsidiary of Safety Shot. Safety Shot continues to own approximately 16.96% of our outstanding Common Stock, and our financial results are no longer consolidated with Safety Shot for financial statement reporting purposes. As a result, Safety Shot no longer has the power acting alone to approve any action requiring the affirmative vote of a majority of the votes entitled to be cast and to elect all of our directors.
Caring Brands’s principal stockholder, has advanced funds to Caring Brand Florida to cover operations and other cash requirements as a wholly-owned subsidiary. At December 31, 2023, the amount of unpaid advance totaled $290,263 As part of the terms of the Separation and Exchange Agreement, Safety Shot waived the outstanding balance of $275,876 at September 24, 2024 (the Closing Date), and treated it as additional paid in capital.
During the period from our inception to the date herein, Caring Brands, Inc (Florida) advanced us $745 for incorporation and formation fees of Caring Brands (Nevada).
During the year ended December 31, 2024, cash flow from financing activities were sufficient to cover operations and at December 31, 2024 we had $341,406 of working capital. In June and July 2025 respectively, the Company entered into short-term loans with Dr. Glynn Wilson, CEO, and Brian John, the chairman of the board, respectively, to provide short-term working capital funding to the business. The loans were for $50,000 and $25,000 respectively and were due on November 5, 2025 and December 24, 2025, respectively, and bore interest at 8%. Both loans were paid in full by December 31, 2025.
On September 24, 2024, we entered into the Separation and Exchange Agreement with Safety Shot to govern the separation of our business from Safety Shot. The material terms of such agreement with Safety Shot relating to our historical relationship, and our current relationship with Safety Shot are described below.
Nancy Torres was a Director of the Company until May 21, 2025 and is the CEO of NOVODX Corporation, a Delaware corporation (“NOVODX”). In May 2024, NOVODX participated in the Company’s private placement by acquiring 500,000 shares of the Company’s common stock for $500,000 cash, representing an approximate 4% equity ownership in the Company. In June, 2024, the Company invested $500,000 in NOVODX’s private placement to purchase 25,134 shares of NOVODX common stock representing less than 1% of NOVODX. On June 20, 2024, the Company entered into a Research Collaboration and Non-Exclusive License Agreement, as amended and restated on July 22, 2024 (the License Agreement”) with NOVODX. The agreements with NOVODX were terminated pursuant to a Settlement and Release Agreement dated March 10, 2026. 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 3,500,000 shares of the Company’s common stock for an aggregate purchase price of $1,075,000 in cash.
On March 27, 2026, we retired an aggregate of 6,250,000 shares of our Common Stock owned by certain insiders, pursuant to Stock Purchase Agreements, dated as of March 19, 2026. The aggregate of 6,250,000 shares comprised of (i)1,500,000 shares from Dr. Glynn Wilson, the Company’s Chief Executive Officer; (ii) 1,250,000 shares from BK Investments LLC, an entity owned by Brian S. John, the Company’s then-Chairman; and (iii) 3,500,000 shares from NovoDX, Inc. These redemptions reduced the total amount of shares of common stock outstanding from 15,091,506 shares to 8,841,506 shares of common stock.
In connection with the second Series A financing tranche, the Company advanced $150,000 before June 30, 2026 to repurchase 150,000 common shares from BK Investments LLC, an entity affiliated with Brian John, then the Company’s Chairman and Interim Chief Financial Officer. The parties executed the share redemption agreement on July 10, 2026, and the repurchase was completed and the shares cancelled and retired on July 16, 2026. The advance had already been recorded as a reduction of stockholders’ equity at June 30, so no further charge to equity was recognized when the retirement was completed.
We do not currently expect to enter into any additional agreements or other transactions with Safety Shot outside the ordinary course or with any of our directors, officers or other affiliates, other than those specified below. Any transactions with directors, officers or other affiliates will be subject to requirements of Sarbanes-Oxley and SEC rules and regulations.
The Company also entered into the Myall Luna consulting arrangement involving director and Chief Financial Officer Brian R. Meadows, described under “Executive Compensation.”
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Relationship with Safety Shot
Historical Relationship with Safety Shot
Prior to January 1, 2024, Safety Shot provided certain services to Caring Brands Florida on a limited basis. Safety Shot made no allocations of these costs to us. The services include accounting, insurance and shared facilities. Beginning January 1, 2024, the Company ceased using any services previously provided by Safety Shot, except for office space for three employees at no cost to the Company.
Safety Shot owned a majority of the issued and outstanding ordinary shares of Caring Brands Florida, which operated certain portions of Safety Shot’s wellness consumer products business (the “CB Business”) and owns all of the assets and liabilities related thereto.
As a public reporting company, we have established procedures and practices as a stand-alone public company in order to comply with our obligations under the Exchange Act and related rules and regulations. As a result, we now incur additional costs, including, investor relations, stock administration and regulatory compliance costs.
Arrangements Between Safety Shot and Our Company
We and Safety Shot entered into the Separation and Exchange Agreement that governs the separation of our business from Safety Shot, provides a framework for our relationship with Safety Shot after the separation and provides for the allocation between us and Safety Shot of Safety Shot’s assets, liabilities and obligations attributable to periods prior to, at and after our separation from Safety Shot, as well as certain indemnification arrangements.
The material terms of the Separation and Exchange Agreement are summarized below.
When used in this section, “separation date” refers to the date on which we and Safety Shot effected the Business Transfer to contribute the Caring Brands business to us.
Safety Shot Related Party Transactions
Prior to the separation, we had a general policy that all material transactions with a related party, as well as all material transactions in which there is an actual, or in some cases, perceived, conflict of interest, were subject to prior review and approval by our Audit Committee and its independent members, who determined whether such transactions or proposals were fair and reasonable to Caring Brands and its stockholders. In general, potential related-party transactions were identified by our management and discussed with our Audit Committee at its meetings. Detailed proposals, including, where applicable, financial and legal analyses, alternatives and management recommendations, were provided to our Audit Committee with respect to each issue under consideration, and decisions will be made by our Audit Committee with respect to the foregoing related-party transactions after opportunity for discussion and review of materials. When applicable, our Audit Committee will request further information and, from time to time, will request guidance or confirmation from internal or external counsel or auditors.
After the distribution, certain of our directors and officers will continue to own stock and/or stock options or other equity awards of Safety Shot. These ownership interests could create actual, apparent or potential conflicts of interest when these individuals are faced with decisions that could have different implications for our Company and for Safety Shot and its subsidiaries. The Company has continued with its policy of obtaining audit committee approval for any related party transactions.
In addition, the Company may engage in material business transactions with Safety Shot.
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Exchange Agreement
On September 24, 2024, we entered into the Separation and Exchange Agreement with Safety Shot, which sets forth the agreement between us and Safety Shot to effect our separation from Safety Shot.
The Separation
| ● | On March 15, 2024, Safety Shot acquired 3,000,000 shares of our Common Stock (representing 22.83% of our outstanding common stock post-exchange); | |
| ● | in exchange for all of the issued and outstanding ordinary shares of Caring Brand Florida owned by Safety Shot, the Company assumed all the expenses related to the CB Business; and | |
| ● | The separation agreement was effective on September 24, 2024. |
Intellectual Property Matters
All intellectual property is currently licensed in the name of Caring Brands, Inc.
Distribution
On September 19, 2025, we and Safety Shot executed Amendment No. 1 to the Separation and Exchange Agreement (the “Amendment”), which eliminated the previously contemplated distribution of shares of our Common Stock to Safety Shot’s stockholders. As a result, no distribution or spin-off to Safety Shot stockholders occurred. Our organizational structure following the Separation completed on September 24, 2024 was not affected by the Amendment.
Indemnification
In addition, the Separation and Exchange Agreement provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of our business with us and financial responsibility for the obligations and liabilities of Safety Shot’s business with Safety Shot. Specifically, each party will indemnify, defend and hold harmless the other party, its affiliates and subsidiaries and their respective officers, directors, employees and agents (collectively, the “indemnified parties”) for any losses arising out of or otherwise in connection with:
| ● | the liabilities that each such party assumed or retained pursuant to the Separation and Exchange Agreement (which, in our case, would include the Caring Brands Liabilities and, in the case of Safety Shot, would include the Safety Shot Liabilities) and the other transaction agreements; | |
| ● | the failure of Safety Shot or us to pay, perform or otherwise promptly discharge any of the Safety Shot Liabilities or the Caring Brands Liabilities, respectively, in accordance with their terms, whether prior to, at or after the separation; | |
| ● | any breach by such party of the Separation and Exchange Agreement or the other transaction agreements (other than the intellectual property rights cross-license agreement, which specifies the parties’ obligations therein); and | |
| ● | except to the extent relating to any Caring Brands Liability, in the case of Safety Shot, or a Safety Shot Liability, in our case, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement or arrangement for the benefit of Safety Shot or us, respectively. |
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PRINCIPAL SECURITYHOLDERS
The following table and the accompanying footnotes set forth information regarding the beneficial ownership of shares of Common Stock of the Company as of October 22, 2026, by:
| ● | each of our named executive officers; | |
| ● | each of our directors; | |
| ● | all of our current directors and named executive officers as a group; and | |
| ● | each stockholder known by us to own beneficially more than 5% of our common stock. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if they possess sole or shared voting (which includes the power to vote or to direct the voting of) or investment power (which includes the power to dispose of or to direct the disposition of) that security, including options and warrants that are currently exercisable or exercisable within sixty (60) days. To our knowledge, no shares beneficially owned by any executive officer, director or director nominee have been pledged as security. In addition, this table is based upon information Schedules 13D or 13G filed with the SEC.
Applicable percentage ownership is based on 10,468,226 shares of common stock outstanding as of October 22, 2026. Shares issuable upon exercise of options exercisable within 60 days are included for the relevant holder and in that holder’s percentage denominator, but not in the denominator for other holders.
| Name | Shares beneficially |
Percentage | ||||||
| Directors and Named Executive Officers | ||||||||
| Dr. Glynn Wilson | 626,720 | 5.98 | % | |||||
| Dr. Hector Alila | 50,000 | 0.48 | % | |||||
| Christopher Galeta | - | 0.00 | % | |||||
| Christopher Melton | - | 0.00 | % | |||||
| Brian R. Meadows | - | 0.00 | % | |||||
| All current directors and executive officers as a group (5 persons) | 676,720 | 6.46 | % | |||||
| 5% Shareholders | % | |||||||
| BK Investments LLC (registered holder) | 600,000 | 5.73 | % | |||||
| GBB Drink Lab Inc (reference only; below 5%) | 500,000 | 4.78 | % | |||||
DESCRIPTION OF SECURITIES
Our Common Stock is listed on The Nasdaq Capital Market under the symbol “CABR.”
CAPITAL STOCK
The following description of our capital stock is intended as a summary and is qualified in its entirety by reference to the provisions of our articles of incorporation, as amended and our bylaws, and to the relevant sections of the Nevada Revised Statute (“NRS”).
General
Our authorized capital stock consists of:
| ● | 100,000,000 shares of common stock, par value $0.001 per share, as of June 30, 2026. Stockholders approved an increase to 500,000,000 shares on July 9, 2026, which becomes effective upon the filing and effectiveness of the corresponding Nevada charter amendment. | |
| ● | 1,000,000 shares of preferred stock, par value $0.001 per share, of which 4,500 are designated Series A Convertible Preferred Stock and 11,000 are designated Series B Convertible Preferred Stock. |
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Common Stock
Holders of shares of Common Stock are entitled to the rights set forth below.
Voting rights
Subject to the rights granted to holders of any preferred stock issued by us, each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively.
Dividend rights
Subject to the rights granted to holders of any preferred stock issued by us, holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board out of funds legally available.
Rights upon liquidation
Subject to the rights granted to holders of any preferred stock issued by us, upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities.
Other rights
Holders of our common stock do not have any pre-emptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions.
Preferred Stock
The Series A Preferred Stock was established in March 2026. The amended and restated certificate filed on August 25, 2026 provides for 4,500 designated shares, removes the holder’s triggering-event redemption right, and places Series A and Series B liquidation claims on an equal-priority basis.
On October 16, 2026, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock with the Nevada Secretary of State. The amendment establishes a minimum conversion price of $0.16 per common share. Any adjustment, reset, reduction or other modification that would otherwise produce a lower conversion price is instead subject to that floor. The floor is equitably adjusted for stock splits, reverse stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar transactions affecting the Common Stock. The amendment preserves the 4,500-share Series A designation and all provisions not expressly amended. It states an intended economic effect as of September 22, 2026 to the fullest extent permitted by applicable law, while specifying that legal effectiveness is determined under Nevada law and the filing accepted by the Nevada Secretary of State. The amendment is subject to all required holder, stockholder, contractual, Nasdaq and governmental approvals and consents.
The Board may, without further action of the Company’s stockholders, issue shares of Preferred Stock in one or more series, fix the number of shares, determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issuance of such shares and as may be permitted under Chapter 78 of the NRS.
Each series of shares of preferred stock of the Company: (i) may have such voting rights or powers, full or limited, if any; (ii) may be subject to redemption at such time or times and at such prices, if any; (iii) may be entitled to receive dividends (which may be cumulative or noncumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock, if any; (iv) may have such rights upon the voluntary or involuntary liquidation, winding-up or dissolution of, upon any distribution of the assets of, or in the event of any merger, sale or consolidation of, the Company, if any; (v) may be made convertible into or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Company (or any other securities of the Company) at such price or prices or at such rates of exchange and with such adjustments, if any; (vi) may be entitled to the benefit of a retirement or sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts, if any; (vii) may be entitled to the benefit of conditions and restrictions upon the issue of any additional shares (including additional shares of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Company or any subsidiary of, any outstanding shares of the Company, if any; and (viii) may have such other preferences, qualifications, privileges, options and other relative or special rights and limitations, if any; as are stated and expressed in the resolution or resolutions adopted by the Board providing for the issue of such shares of preferred stock of the Company.
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The Board may also increase or decrease the number of shares of any series of Preferred Stock subsequent to the issuance of shares of that series of Preferred Stock, but not below the number of shares of such series of Preferred Stock then outstanding. In case the number of shares of any series of Preferred Stock shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock.
The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of Caring Brands, Inc. entitled to vote thereon, without a separate vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any certificate of designation filed with respect to any series of Preferred Stock.
Series B Convertible Preferred Stock
We currently have 7,149.9 Series B Preferred Stock shares outstanding, with $7,149,900 aggregate stated value. Each share has a $1,000 stated value and an 8% annual dividend, payable in cash or Common Stock at the holder’s election. On the current outstanding stated value, the dividend equals $571,920 for a full year if all shares remain outstanding throughout that year. Stock dividends are valued at the applicable conversion price, subject to the $0.266 floor from the Amendment Effective Time. In liquidation, Series B holders share priority with Series A holders and receive stated value plus unpaid accrued dividends before common stockholders. See “Series B Private Placement” for the historical closing amounts and reconciliation to current holdings.
The initial conversion price is $0.70. Dividing the current $7,149,900 stated value by that price yields 10,212,857.142857 common shares before dividends; this prospectus registers 10,214,143 principal conversion shares after rounding up to a whole share. Conversions under the certificate include stated value and any dividends converted. The certificate adjusts pricing for stock changes and lower-price issuances, including the lower of the new issuance price and the lowest VWAP in the following five Trading Days, subject to the floor from the Amendment Effective Time. The registered principal-conversion amount is calculated at the original conversion price and does not include a reserve for later adjustments or stock-paid dividends. Additional Registrable Securities beyond the registered amount will be addressed through an additional resale registration statement under the Registration Rights Agreement. Conversion remains subject to the ownership blocker and Exchange Cap. The certificate also provides participation rights, delivery remedies and a share-reservation covenant.
The Series B certificate amendment contemplated by the October 9, 2026 Letter Agreement and Consent, was filed on October 21, 2026, adds Section 5(l) from the Amendment Effective Time described under “Series B Private Placement.” The $0.266 floor applies to all prices used for conversion or stock-paid dividends, including any Adjusted Price or Base Share Price, all Section 5(f) adjustments and the specified as-converted participation calculations. Specified subdivisions, combinations and reclassifications proportionately adjust the floor; market-price changes and dilutive issuances do not. The floor overrides cent-rounding provisions and cannot be waived. An amendment reducing its protections requires the applicable corporate and contractual approvals and, while listed on Nasdaq, Nasdaq’s prior written approval. The Company must correct calculations below the floor; excess shares calculated below it are not due and their non-delivery does not create the specified delivery liability. The amendments apply from the Amendment Effective Time to then-outstanding securities and rights and later issuances under the existing PIPE, without releasing previously accrued claims.
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Warrants
The Series A Warrants and Series B Warrants issued in the Series B Private Placement currently cover 7,149,900 common shares in each series before adjustments. The initial exercise prices are $0.825 and $0.95 per share, respectively. They are immediately exercisable, subject to the ownership blocker and Exchange Cap, and have a stated five-year term. They provide cashless exercise when the specified registration or prospectus conditions are not met and are not listed on an exchange. The October 9 floor amendment does not itself reset the initial exercise prices or restart the Warrant term.
The Warrants provide adjustments for stock changes and lower-price issuances, including proportional increases in share coverage that preserve aggregate exercise value, subject to the existing Nasdaq Minimum Price qualification. From the Amendment Effective Time, new Section 2(g) sets a $0.266 exercise-price floor, adjusted only proportionately for the specified stock changes and not rounded to the nearest cent. All repricing provisions and permitted cashless exercises must respect the floor; the cashless formula uses the floored exercise price and adjusted share count. The floor also applies to the specified participation and fundamental-transaction calculations, including exercise-price inputs for Black-Scholes value, and economically equivalent successor instruments. Stockholder approval does not remove the floor. It cannot be waived; reducing its protections requires the applicable approvals, Company and holder written consent and, while listed on Nasdaq, Nasdaq’s prior written approval. Compliant delivery obligations continue, but excess shares calculated below the floor are not due and their non-delivery creates no specified delivery liability. Certain fundamental transactions may require the prescribed Black-Scholes payment, subject to the amended terms.
Anti-Takeover Effects
Our amended articles of incorporation and bylaws include a number of provisions that may have the effect of delaying, deferring or preventing a party from acquiring control of us and encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our Board rather than pursue non-negotiated takeover attempts. The provisions include the items described below.
Potential Effects of Authorized but Unissued Stock
We have additional shares of common stock available for future issuance without stockholder approval. We may utilize these additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions or payment as a dividend on the capital stock.
The existence of unissued and unreserved common stock and preferred stock may enable our Board to issue shares to persons friendly to current management or to issue preferred stock with terms that could render more difficult or discourage a third-party attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management. In addition, our Board has the discretion to determine designations, rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock, all to the fullest extent permissible under the NRS and subject to any limitations set forth in our articles of incorporation. The purpose of authorizing the Board to issue preferred stock and to determine the rights and preferences applicable to such preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with possible financings, acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of our outstanding voting stock.
Limitations of Director Liability and Indemnification of Directors, Officers and Employees
Nevada law limits the personal liability of directors and officers, subject to statutory exceptions and any greater liability imposed by the articles of incorporation. Under NRS 78.138, liability may arise where the statutory presumption is rebutted and a fiduciary breach involving intentional misconduct, fraud or a knowing violation of law is proven.
Our bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by law, and may indemnify employees and other agents. Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding.
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We also maintain customary directors’ and officers’ liability insurance.
Our bylaws, subject to the provisions of Nevada Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he or she reasonably believed was in the best interest of the corporation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 as amended, or the Securities Act, may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
The limitation of liability and indemnification provisions in our bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Our results of operations and financial condition may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
At present, there is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.
Requirements for Advance Notification of Stockholder Nominations and Proposals
Our bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors.
Limits on Special Meetings
Special meetings may be called for any purpose and at any time by the Chairman of the Board, the President (if there be one) or by any member of the Board. Business transacted at each special meeting shall be confined to the purposes stated in the notice of such meeting.
Election and Removal of Directors
Our Board is elected annually by our stockholders. The number of directors that shall constitute the whole Board shall not be less than five nor more than seven directors. Directors are elected by a plurality of the votes of shares of our capital stock present in person or represented by proxy at a meeting and entitled to vote in the election of directors. Each director shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal.
Newly created directorships resulting from any increase in the number of directors or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or any other cause may be filled, so long as there is at least one remaining director, only by the Board, provided that a quorum is then in office and present, or by a majority of the directors then in office, if less than a quorum is then in office, or by the sole remaining director. Directors elected to fill a newly created directorship or other vacancies shall hold office until such director’s successor has been duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.
Subject to the applicable statutory exceptions and any greater requirement in our articles of incorporation, NRS 78.335 requires at least two-thirds of the voting power of issued and outstanding stock entitled to vote to remove a director.
Our articles of incorporation and bylaws do not provide for cumulative voting in the election of directors.
Amendments to Our Governing Documents
The affirmative vote of the holders of a majority of the shares entitled to vote at a meeting at which a quorum is present shall decide any question brought before such meeting, unless the question is one on which, by express provision of law, the articles of incorporation, or the bylaws, the vote of a greater number of shares is required, in which case such express provision shall govern and control the decision of such question.
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Our bylaws may be amended or repealed and new bylaws may be adopted by the stockholders and/or the Board. Any bylaws adopted, amended or repealed by the Board may be amended or repealed by the shareholders.
Listing
Our shares of Common Stock are listed for trading on NASDAQ under the symbol “CABR”.
Transfer Agent, Warrant Agent and Registrar
The transfer agent and registrar for our Common Stock is ClearTrust, LLC.
PLAN OF DISTRIBUTION
The Selling Stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the Nasdaq or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed prices, market prices, prices related to market prices, varying prices or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling securities:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| ● | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; | |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; | |
| ● | privately negotiated transactions; | |
| ● | settlement of short sales; | |
| ● | in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security; | |
| ● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; | |
| ● | a combination of any such methods of sale; or | |
| ● | any other method permitted pursuant to applicable law. |
The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this resale prospectus.
Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions after this registration statement becomes effective with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short after effectiveness and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions after effectiveness with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
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The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
Transfers to successors may require a prospectus supplement or amendment identifying the new selling holder. There can be no assurance that any Selling Stockholder will sell any offered shares.
The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Stockholders for brokerage or other selling services, except for registration expenses payable by us under the Registration Rights Agreement, and other expenses incurred by the Selling Stockholders in disposing of the securities covered by this prospectus. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, and fees and expenses of our counsel and our independent registered public accountants.
We agreed to maintain the registration statement for the period required by the Registration Rights Agreement, generally until covered securities have been sold or satisfy the agreement’s unrestricted Rule 144 eligibility conditions, including its opinion and legend-removal requirements. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In certain states, the resale securities may be sold only after registration or qualification or under an available exemption.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.
LEGAL MATTERS
The validity of securities offered hereby will be passed upon for us by Sichenzia Ross Ference Carmel LLP.
EXPERTS
The financial statements of the Company as of and for the fiscal years ended December 31, 2025 and 2024 included in this prospectus have been audited by M&K CPAS, PLLC, independent registered public accounting firm as set forth in their report thereon appearing elsewhere herein, and included in reliance on such report upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits filed therewith. For further information about us and the shares of common stock offered hereby, reference is made to the registration statement and the exhibits filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance, we refer you to the copy of such contract or other document filed as an exhibit to the registration statement.
We file annual, quarterly and current reports and other information with the SEC. Our electronically filed reports, this registration statement and its exhibits are available at www.sec.gov. Our reports are also available through https://caringbrands.com/. Information on our website is not part of this prospectus. Except for exhibits specifically incorporated by reference in the exhibit index, our periodic reports are not incorporated by reference into this prospectus.
| 68 |
INDEX TO FINANCIAL STATEMENTS
CARING BRANDS, INC.
INDEX TO FINANCIAL STATEMENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Caring Brands, Inc (a Nevada Corporation)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Caring Brands, Inc (a Nevada Corporation) (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not yet generated any significant revenue, has incurred recurring losses from operations, generated negative cash flows from operating activities and had an accumulated deficit that raises substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans in regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Going Concern
As discussed in Note 1 to the accompanying financial statements, the Company has not yet generated any significant revenue, has incurred recurring losses from operations, generated negative cash flows from operating activities and had an accumulated deficit that raises substantial doubt about the Company’s ability to continue as a going concern.
To evaluate the appropriateness of the going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern and management’s disclosure on going concern.
/s/ M&K CPAS, PLLC
We have served as the Company’s auditor since 2024.
The Woodlands, Texas
March 31, 2026
| F-2 |
Caring Brands Inc. and Subsidiaries
Consolidated Balance Sheets
| December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Inventory, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Intellectual property, net, a related party | ||||||||
| Investment in NovoDX, a related party | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| 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 7) | ||||||||
| MEZZANINE EQUITY | ||||||||
| Series A Convertible Redeemable preferred stock, value | ||||||||
| TOTAL MEZZANINE EQUITY | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, par value of $ per share; shares authorized, shares issued and outstanding | $ | $ | ||||||
| Common stock, par value of $ per share; shares authorized as of December 31, 2025 and 2024; , and shares issued and outstanding as of December 31, 2025 and 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Common stock payable | ||||||||
| Subscription receivable | ( | ) | ||||||
| Receivable from related party for stock repurchase | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
*Outstanding and issued shares retrospectively reflected the effect of recapitalization due to reverse acquisition
| F-3 |
Caring Brands Inc. and Subsidiaries
Consolidated Statements of Operations
| Predecessor | Successor | |||||||||||
| Financial Designation, Predecessor and Successor [Fixed List] | ||||||||||||
For the Year Ended December 31, 2025 | Predecessor From January 1 to September 24, 2024 | Successor From September 25 to December 31, 2024 | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| Gross profit | ( | ) | ||||||||||
| Selling, general and administrative expenses | ||||||||||||
| Payroll expense | ||||||||||||
| Professional service fees | ||||||||||||
| Impairment loss on Intellectual property | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Total operating expenses | ||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ||||||
| Other income (loss) | ||||||||||||
| Impairment loss on investment | ( | ) | ||||||||||
| Gain on debt settlement | ||||||||||||
| 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: | ||||||||||||
| Basic | $ | ( | ) | N/A | $ | ( | ) | |||||
| Diluted | $ | ( | ) | N/A | $ | ( | ) | |||||
| Weighted average shares outstanding: | ||||||||||||
| Basic | N/A | |||||||||||
| Diluted | N/A | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
Caring Brands Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
| Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Amount | Capital | Predecessor | Receivable | deficit | Equity | |||||||||||||||||||||
| Additional | Common | Total | ||||||||||||||||||||||||||
| Common Stock | Paid-in | stock | Subscription | Accumulated | Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Capital | payable | Receivable | deficit | Equity | ||||||||||||||||||||||
| Balance as of January 1, 2024 (Predecessor) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of September 24, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance as of September 25, 2024 (Successor) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net book value of assets and liabilities acquired | 12,710,000 | |||||||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, December 31, 2024 | ( | ) | ||||||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other issuance costs | ||||||||||||||||||||||||||||
| Shares sold on subscription | ( | ) | ||||||||||||||||||||||||||
| Shares issued for cash | ||||||||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||||||
| Common stock payable for services | - | |||||||||||||||||||||||||||
| Common stock issued for debt | 25,000 | |||||||||||||||||||||||||||
| Warrants issued for debt | - | |||||||||||||||||||||||||||
| Restricted stock-based compensation | - | |||||||||||||||||||||||||||
| Stock option compensation | - | |||||||||||||||||||||||||||
| Forgiveness of debt by a related party | - | |||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, December 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
Caring Brands Inc. and Subsidiaries
Consolidated Statements of Cash Flows
| Successor | Predecessor | Successor | ||||||||||
| Financial Designation, Predecessor and Successor [Fixed List] | ||||||||||||
For the Year Ended December 31, 2025 | Predecessor January 1, 2024 to September 24, 2024 | Successor September 25, 2024 to December 31, 2024 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Impairment loss on Intellectual property | ||||||||||||
| Loss on investment | ||||||||||||
| Amortization of debt discounts | ||||||||||||
| Stock based compensation | ||||||||||||
| Stock-based compensation loss on stock repurchased from related parties | ||||||||||||
| Shares issued for services | ||||||||||||
| Gain on debt settlement | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Inventory, net | ||||||||||||
| Accounts receivable | ||||||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||||||
| Accounts payable | ( | ) | ||||||||||
| Accrued expenses and other current liabilities | ( | ) | ||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||||||
| Cash acquired in reverse merger | ||||||||||||
| Net cash provided by investing activities | ||||||||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from initial public offering | ||||||||||||
| Proceeds from Convertible notes | ||||||||||||
| Proceeds from related party debt | ||||||||||||
| Repayments of related party debt | ( | ) | ||||||||||
| Proceeds from sale of stock | ||||||||||||
| Proceeds from PIPE financing, net | ||||||||||||
| Advance for repurchase of common stock | ||||||||||||
| Repurchase of common stock | ||||||||||||
| Net cash provided by financing activities | $ | $ | $ | |||||||||
| Net change in cash and cash equivalents | ||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||
| Cash and cash equivalents, end of period | $ | $ | $ | |||||||||
| Non-cash investing and financing activities: | ||||||||||||
| Shares sold on subscription | $ | $ | $ | |||||||||
| Settlement of related party debt | $ | $ | $ | |||||||||
| Discounts on convertible promissory notes | $ | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
Caring Brands, Inc. and subsidiaries
Notes to the Consolidated Financial Statements
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 – Basis of Presentation and Note 9 – Acquisition of Caring Brands, Inc. a Florida corporation). The Company’s principal business is the over-the-counter and prescription-grade health and wellness products.
Going Concern Consideration
The accompanying 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 year ended December 31, 2025, 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 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”). The financial statements include: (i) the consolidated balance sheets of Caring Brands, Inc. (Nevada) (the “Successor”) as of December 31, 2025 and December 31, 2024, (ii) the statements of operations for the year ended December 31, 2025 for the Successor and from January 1 to September 24, 2024 for Caring Brands (Florida) (“Predecessor”) and from September 25, 2024 to December 31,2024 for the Successor, (iii) the statement of shareholders’ equity and the statement of cash flows for the year ended December 31, 2025 for the Successor and from January 1 to September 24, 2024 for Predecessor and from September 25, 2024 to December 31,2024 for the Successor. All intercompany balances and transactions have been eliminated in consolidation.
| F-7 |
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.
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.
| F-8 |
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.
Revenue Recognition
The Company will generate 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 December 31, 2025, the Company had no material contract assets, contract liabilities or deferred contract costs recorded on its 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 year ended December 31, 2024.
Schedule of Estimated Useful Life of Intellectual Property
| Useful Life | ||
| Intellectual Property |
| F-9 |
Research and Development
The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Any acquired Research and Development would also be expensed as incurred unless there is an alternative use. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.
Research
and development costs were $
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.
Segment Reporting
The
Company operates under
Income Taxes
Prior to the separation of the Company from its then parent (see Note – 9), 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 $
| F-10 |
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 9 – Acquisition of Caring Brands, Inc., a Florida Corporation – by a Related Party and Note 7 – Debt.
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.
New accounting pronouncements issued but not yet adopted
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. The Company has elected to delay the adoption of accounting standards until the private company adoption date.
| F-11 |
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.
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 November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We adopted this ASU retrospectively on December 31, 2024. Refer to Note 12, Segment Reporting and Information about Geographic Areas for the inclusion of the new required disclosures.
Note 3 - Cash and cash equivalents
Cash and Cash Equivalents
As
of December 31, 2025 and December 31, 2024, the Company had a cash balance of $
Note 4 - Intangible assets
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
| F-12 |
As of December 31, 2025 the Company had the following intangible asset balances:
Schedule of Intangible Asset Balances
| Estimated useful life | Gross carrying amount | Accumulated amortization | Impairment Loss | Net carrying amount | ||||||||||||||
| Intellectual property - license | $ | $ | ( | ) | $ | ( |
) | $ | ||||||||||
| Total intangibles | $ | $ | ( | ) | $ | ( |
) | $ | ||||||||||
As of December 31, 2024 the Company had the following intangible asset balances:
| Estimated useful life | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||
| Intellectual property - license | $ | $ | ( | ) | $ | |||||||||
| Total | $ | $ | ( | ) | $ | |||||||||
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 $
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 $
| F-13 |
Note 6 - Accrued expenses and other current liabilities
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities as of December 31, 2025 and December 31, 2024 consisted of the following:
Schedule of Accrued Expenses and Other Current Liabilities
| December 31, 2025 | December 31, 2024 | |||||||
| Accrued payroll and payroll taxes | $ | $ | ||||||
| Accrued interest | ||||||||
| Total | $ | $ | ||||||
Note 7 - Debt
The Company’s outstanding debt as of December 31, 2025 and 2024, consisted of the following:
| December 31, 2025 | December 31, 2024 | |||||||
| 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 $
| F-14 |
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 ($45,000) to assist the Company on a short-term
basis to assist the Company with short-term working capital needs related to expenses associated with the Company’s NASDAQ uplisting
process. The full principal amount of $
Note 8 - Commitments and contingencies
Commitments and Contingencies
Legal contingencies
Note 9 - Acquisition of Caring Brands, Inc., a Florida Corporation – a Related Party
On September 24, 2024, the Successor entered into a separation and exchange agreement with Safety Shot, Inc., a related part, (“Shot”) pursuant to which, Shot exchanged its right, title and interest in and to Caring Brands, Inc., a Florida corporation (the “Predecessor”), free and clear of all liens and encumbrances, and in exchange thereof, the Successor paid no cash or other asset consideration; however, the Successor agreed to assume all future obligations of the Predecessor. The separation has been accounted for as a related party transaction in which the assets and liabilities are recorded at their respective historical value. The assets and liabilities assumed in the transaction are as follows:
Schedule of Assets and Liabilities Assumed
| Cash | $ | |||
| Prepaid expenses | ||||
| Total Assets | ||||
| Accounts payable | $ | |||
| Accrued liabilities | ||||
| Intercompany debt | ||||
| Total liabilities | ||||
| Net book value | $ | ( | ) |
| F-15 |
The following unaudited pro forma statement of operations for the year ended December 31, 2024, reflects the separation pursuant to the Separation Agreement, as if it occurred on January 1, 2024.
Schedule of Business Acquisitions Pro Forma Information
| Pro Forma | ||||||||||||||||
| Successor | Predecessor | Adjustments | Pro Forma | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ( | ) | ( | ) | ||||||||||||
| Operating expenses | ||||||||||||||||
| Interest expense (income) | ( | ) | ( | ) | ||||||||||||
| Net Income (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
Net Loss Per Share
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 December 31, 2025, the Company had the following potentially dilutive securities outstanding:
| ● | Convertible debt: shares | |
| ● | Common stock payable: shares | |
| ● | Warrants: | |
| ● | Stock options: 175,000 shares | |
| ● | Restricted stock units: shares |
Potentially dilutive securities include convertible debt, common stock payable, warrants, stock options, and restricted stock units. For the year ended December 31, 2025, these instruments were excluded from the computation of diluted net income (loss) per share as their inclusion would have been anti-dilutive.
The following is a reconciliation of the numerator and denominator in the basic and diluted net income per common share computations for the Successor entity:
For the Year Ended December 31, 2025 | Predecessor From January 1 to September 24, 2024 | Successor From September 25 to December 31, 2024 | ||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Weighted-average common shares outstanding – basic and diluted | NA | |||||||||||
| Net loss per share: | ||||||||||||
| Basic and diluted | $ | ) | NA | $ | ) | |||||||
Note 11 - Equity
Stockholders’ Equity and Mezzanine Equity
Common Stock – The Successor has shares of Common Stock, par value $ authorized and has issued shares and shares of its common stock as of December 31, 2025 and 2024. The changes to equity in the current period include:
| ● | issued at par value pursuant to Founders Stock Subscription Agreements dated March 15, 2024, and valued at par value of $. | |
| ● | issued at $, the per share purchase price pursuant to private placements dated April to June 2024. | |
| ● | shares and shares were issued at $ per share pursuant to an Amended and Restated License Agreement dated July 22, 2024. The shares were recorded based on the most recent arm’s-length sale price of $ per share. |
| F-16 |
| ● | shares were issued in 2024 under a service agreement dated March 2024 (as amended September 30, 2024). | |
| ● |
shares issued for advisory services including shares for investor relations services
with a fair market value of $ per share, shares for financial advisory services
with a fair market value of $ per share and shares for advisory services with
a fair market value of $ per share. The total amount recorded in stockholder’s
equity for these transactions was $ | |
| ● |
issued at $ per share and sold to outside investors at the expected price of the public
offering. The Company has a receivable of $ | |
| ● | On
November 14, 2025, the Company completed its initial public offering of shares
of common stock at a public offering price of $ per share, generating gross proceeds
of $ | |
| ● |
shares were issued for consulting services in connection with the convertible promissory note with Greetree (Note 7), with a fair
market value of $
per share as of December 31, 2025. The total amount recorded in stockholder’s equity for this transaction was $ |
Preferred Stock – The Successor has shares of preferred stock, par value $ authorized and there were no preferred shares issued and outstanding as of December 31, 2025 and 2024.
Common Stock Payable – The Company entered into consulting agreements under which it committed to issue shares of common stock for services rendered. As of December 31, 2025, certain shares had been earned but not yet issued and are presented as common stock payable.
The Company entered into two consulting agreements:
| ● | Under the first agreement, shares were committed with a total fair value of $ | |
| ● | Under the second agreement, shares were committed with a total fair value of $ |
Warrants
– In April 2024, the Company issued
During
the year ended December 31, 2025, the Company issued an additional
| ● | ||
| ● |
As
of December 31, 2025, 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 December 31, 2025, the Company had stock options outstanding and exercisable, with a weighted-average exercise price of approximately $ per share and a weighted-average remaining contractual life of approximately years, and an intrinsic value of $.
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 $
Capital Contribution from Related Party –
During the year ended December 31, 2025,
the Company recognized $
| F-17 |
Note 12 – 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
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 consolidated financial statements represent segment results.
Schedule of Reportable Segment
For the year ended December 31, 2025 | Predecessor From January 1 to September 24, 2024 | Successor From September 25 to December 31, 2024 | ||||||||||
| Gross profit (loss) | $ | $ | $ | ( | ) | |||||||
| Less: | ||||||||||||
| Professional fees | ||||||||||||
| Payroll expense | ||||||||||||
| Selling, general and administrative expenses | ||||||||||||
| Interest (income) expense, net | ( | ) | ||||||||||
| Depreciation and amortization | ||||||||||||
| Impairment loss on Intellectual property | ||||||||||||
| Loss on investment | ||||||||||||
| Gain on debt settlement | ( | ) | ||||||||||
| Other income | ( | ) | ||||||||||
| Segment net loss | ( | ) | ( | ) | ( | ) | ||||||
| Reconciliation of profit or loss | ||||||||||||
| Adjustments and reconciling items | ||||||||||||
| Consolidated net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
Note 13 – 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 December 31, 2025 and December 31, 2024, the Company has
The
effective U.S. federal corporate income tax rate for the years ended December 31, 2025 and 2024 was
As
of December 31, 2025, the Company had net operating loss carryforwards of approximately $
The significant components of the Company’s deferred tax assets were as follows:
Schedule of Deferred Tax Assets
| December 31, 2025 | December 31, 2024 | |||||||
| Deferred Tax Asset | $ | $ | ||||||
| Valuation Allowance | ( | ) | ( | ) | ||||
| Net Deferred Tax Asset | $ | $ | ||||||
As
of December 31, 2025, the Company recorded a deferred tax asset of $
As
of December 31, 2024, the Company recorded a full valuation allowance of $
The
Company recorded
| F-18 |
Note 14 - Subsequent events
Subsequent Events
1. On January 1, 2026, the Company entered into a
license agreement, with Itonis Pharmaceuticals, a Nevada corporation pursuant to which the Company obtained an exclusive, worldwide license
to manufacture, market and sell Itonis’ homeopathic Emesyl product. Under the terms of the agreement, the Company is obligated to
pay an 8% royalty on net sales payable with thirty (30) days after the end of each calendar quarter. In addition, upon achieving each
$
2. On January 5, 2026, Mr. Tyler Moore resigned as Chief Financial Officer of the Company. The resignation was accepted by the Board of Directors and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
3. On March 12, 2026, the Company and Genesis One
Holdings, LLC entered into a termination and fee waiver agreement in connection with a consulting agreement dated June 20, 2025 with a
total fee payable of up to $
4. On March 24, 2026, the Company entered into an agreement with Corporate Profile LLC in connection with the termination of a prior investor relations agreement dated August 15, 2025 pursuant to which the Company agreed to issue shares of its common stock as full and final settlement of all amounts due. The shares were issued on March 24, 2026, and upon such issuance, no further obligations remain between the parties.
5. On February 6, 2026, BK Investments LLC, an entity
owned by the Company’s Chairman, Brian John, and the Company entered into a stock purchase agreement, effective March 19, 2026.
Pursuant to the agreement the Company agreed to purchase and BK Investments agreed to sell its holdings of shares of the Company’s
common stock for an aggregate purchase price of $
6. On February 6, 2026, Dr. Glynn Wilson, the Company’s
Chief Executive Officer and the Company entered into a stock purchase agreement, effective March 19, 2026. Pursuant to the agreement the
Company agreed to purchase and Dr. Wilson agreed to sell his holdings of shares of the Company’s common stock for an aggregate
purchase price of $
7.
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 $
8. On March 17, 2026, the Company filed a Certificate
of Designation for shares of preferred stock designated the shares as Series A Convertible Preferred Stock, and establishing the
rights, preferences and privileges of such shares, including a stated value of $per share and an
9. On March 19, 2026,
10. On March 23, 2026, Greentree Financial Group Inc.
converted amounts due under a convertible promissory note with an original principal amount of $
11.
On March 29, 2026
Except as described above, management has determined that there were no other events occurring subsequent to December 31, 2025 that require adjustment to or disclosure in the accompanying financial statements.
| F-19 |
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 | $ | $ | ||||||
| Preferred stock, value | $ | $ | ||||||
| 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 * | ||||||||
| Common stock, value | ||||||||
| 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.
| F-20 |
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.
| F-21 |
Caring Brands Inc. and Subsidiaries
Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficit)
(Unaudited)
| Shares | Amount | Shares | Amount | Capital | payable | Receivable | repurchase | deficit | (Deficit) | |||||||||||||||||||||||||||||||
| 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 | - | ( | ) | | ||||||||||||||||||||||||||||||||||||
| 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.
| F-22 |
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.
| F-23 |
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.
| F-24 |
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.
| F-25 |
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.
Schedule of Estimated Useful Life of Intellectual Property
| 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.
| F-26 |
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 $
| F-27 |
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.
| F-28 |
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:
Schedule of 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 $
| F-29 |
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:
Schedule of Accrued Expenses and Other Current Liabilities
| 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:
Schedule of Debt
| 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 $
| F-30 |
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 $
| F-31 |
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.
Schedule of Basic and Diluted Net Loss Per Share Attributable to Shareholders
| 2026 | 2025 | |||||||
| 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: | - | - | ||||||
| Add back dividends on Series A preferred stock | ||||||||
| 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 | $ | ( | ) | $ | ( | ) | ||
| F-32 |
| NUMERATOR: | 2026 | 2025 | ||||||
| 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 $ |
| F-33 |
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
| F-34 |
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). |
| F-35 |
| ● | 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.
| F-36 |
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
| F-37 |
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.
Schedule of Reportable Segment
| 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
| F-38 |
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:
Schedule of Deferred Tax Assets
| 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.
| F-39 |
CARING BRANDS, INC.
24,513,943 Shares of Common Stock
PRELIMINARY PROSPECTUS
, 2026
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
Except for SEC registration fee, the following table sets forth the estimated costs and expenses to be borne by the registrant in connection with the offerings described in this registration statement.
| SEC registration fee | $ | 2,303.04 | ||
| Legal fees and expenses | $ | 40,000.00 | ||
| Accounting fees and expenses | $ | 3,500.00 | ||
| Miscellaneous | $ | 4,196.96 | ||
| Total | $ | 50,000.00 |
Item 14. Indemnification of Directors and Officers.
Neither our Articles of Incorporation nor Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statute (“NRS”). NRS Section 78.7502 provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.
NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
NRS Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
NRS Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.
Item 15. Recent Sales of Unregistered Securities.
Between April to June 2024, Caring Brands Florida entered into separate securities purchase agreements (the “SPAs”) with various accredited investors for the private placement of units (the “Purchasers”) at a price per unit of $1.00, consisting of one share of common stock and a warrant to purchase one share of common stock. Pursuant to the SPAs Caring Brands Florida received gross proceeds of $2,110,000 from the private placement of units. Subsequently Caring Brands Florida issued an aggregate of 2,110,000 shares of common stock and warrants to purchase up to 2,110,000 shares of common stock at an exercise price of $3.00 per share, which warrants expire on April 15, 2029. Following the execution of the Separation and Exchange Agreement, the shares and warrants issued to the bridge investors by Caring Brands Florida were exchanged for corresponding shares and warrants of the Company. We used the net proceeds of the Bridge Financing to fund our continuing working capital and capital expenditure requirements in connection with the historical bridge financing. D. Boral served as the lead placement agent for the Bridge Financing. D. Boral received fees and reimbursement of expenses in an aggregate amount of $211,000.
| II-1 |
On May 14, 2024, the Company issued 7,600,000 shares to certain of its insiders and founding stockholders, pursuant to a subscription agreement dated March 15, 2024, at a purchase price of $0.001 per share of Common Stock. The form of subscription agreement is included as Exhibit 10.1 of this registration statement and prospectus.
On January 31, 2025, the Company issued 100,000 shares to Layali Z Abujoudeh, pursuant to an advisory agreement dated January 28, 2025.
On March 4, 2025, the Company issued 125,000 shares to NexGenAI Solutions Group, Inc. pursuant to a master services agreement dated February 25, 2025.
On April 23, 2025, the Company issued 1,925 shares to various investors, pursuant to securities purchase agreements entered into with such investors, at a purchase price of $4 per share. The form of securities purchase agreement is included as Exhibit 10.13 of this registration statement and prospectus.
On September 24, 2024, we entered into the Separation and Exchange Agreement with Safety Shot to govern the separation of our business from Safety Shot. Pursuant to the Separation and Exchange Agreement the CB Business was contributed to us and all expenses related thereto are now our responsibility, and in exchange Safety Shot was transferred to us all of the issued and outstanding ordinary shares of Caring Brands Florida owned by Safety Shot. In conjunction to the Business Transfer and pursuant to the Separation and Exchange Agreement, Safety Shot transferred all the intellectual property to the Company.
On September 5, 2025, the Company issued 200,000 shares of our common stock to Genesis One Holdings, LLC pursuant to a consulting agreement dated June 20, 2025, and 200,000 shares of our common stock to Greentree Financial Group, Inc. pursuant to a service agreement dated August 4, 2025.
On March 19, 2026, the Company completed a PIPE with one accredited investor, selling 3,789.474 shares of Series A Convertible Preferred Stock (stated value $1,000 per share; purchase price $950 per share after a 5% original issue discount) for aggregate gross proceeds of approximately $3.6 million. In connection with the PIPE, the Company also issued warrants to purchase up to 9,473,685 shares of common stock at an exercise price of $0.40 per share (exercisable immediately; five-year term), and the preferred is convertible into common stock at a conversion price of $0.40 per share; the securities were unregistered and sold only to an accredited investor pursuant to an available exemption, and the Company entered into registration rights covering resale of the underlying shares; that historical Series A financing is separate from the Series B shares registered here.
The second Series A financing tranche generated $400,000 of subscription proceeds received in June 2026. On July 10, 2026, the Company executed the final Securities Purchase Agreement with one accredited investor and issued Series A Preferred Stock and warrants to purchase 1,052,632 common shares at an initial exercise price of $0.40 per share. The warrants are immediately exercisable, subject to their terms, and have a five-year term. The issuance relied on Section 4(a)(2) of the Securities Act. The Company agreed to register resale of the underlying common shares. Of the proceeds, $150,000 was applied to the BK Investments share repurchase described under “Certain Relationships and Related Person Transactions,” with the remainder for general corporate and working capital purposes.
Under the Securities Purchase Agreement dated August 21, 2026, the Company completed an initial closing on September 1, 2026, issuing 4,600 Series B Preferred Stock shares, Series A Warrants for 4,600,000 common shares and Series B Warrants for 4,600,000 common shares, for $4,600,000 in gross proceeds. At the subsequent closing on September 11, 2026, it issued 2,549.9 preferred shares and Warrants for 2,549,900 common shares in each series, for $2,549,900 in gross proceeds. Aggregate issuances reported in the two closing 8-Ks were 7,149.9 preferred shares and Warrants for 7,149,900 common shares in each series, for $7,149,900 in gross proceeds before offering expenses. The preferred shares were purchased at $1,000 each. The closing reports state that the respective preferred issuances were initially convertible into 6,571,428 and 3,642,714 common shares at $0.70, totaling 10,214,142 before dividends and adjustments. Initial Warrant exercise prices were $0.825 and $0.95, subject to adjustment. All purchasers were parties to the August 21 agreement and represented that they were accredited investors. The issuances relied on Section 4(a)(2) and Rule 506(b). Registration rights cover resale of the underlying common shares. Current outstanding Series B Preferred Stock is 7,149 shares and current Warrant entitlements cover 7,149,900 shares in each series before adjustments. The October 9, 2026 Letter Agreement and Consent provides for the $0.266 floor amendments, operative upon the conditions described under “Series B Private Placement”; we filed the implementing Series B certificate amendment on October 21, 2026, and is deemed effective September 30, 2026 between the parties.
| II-2 |
The securities described above were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act. Each investor acquired such securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our securities. Our securities were sold only to accredited investors, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion. Each certificate contained a restrictive legend as required by the Securities Act. Finally, our stock transfer agent has been instructed not to transfer any of such securities, unless such securities are registered for resale or there is an exemption with respect to their transfer.
Item 16. Exhibits and Financial Statement Schedules.
| (a) | Exhibits. |
| II-3 |
| II-4 |
* Filed herewith
(b) Financial Statement Schedules.
All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.
| II-5 |
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
| (1) | to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
| (2) | that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; | |
| (3) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; | |
| (4) | that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and | |
| (5) | that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (a) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | |
| (b) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (c) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | |
| (d) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
| II-6 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in Fort Pierce, State of Florida, on October 27, 2026.
| Caring Brands, Inc. | ||
| Dated: October 27, 2026 | By: | /s/ Glynn Wilson |
| Name: | Dr. Glynn Wilson | |
| Title: | Chairman and Chief Executive Officer | |
Each person whose signature appears below constitutes and appoints Dr. Glynn Wilson, as his true and lawful attorney in fact and agent, with full powers of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments) to the Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post effective amendments thereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated below:
| Signature | Title | Date | ||
| /s/ Glynn Wilson | Chairman and Chief Executive Officer | October 27, 2026 | ||
| Dr. Glynn Wilson | (Principal Executive Officer) | |||
| /s/ Brian Meadows | Chief Financial Officer and Director | October 27, 2026 | ||
| Brian R. Meadows | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Hector Alila | Director | October 27, 2026 | ||
| Dr. Hector Alila | ||||
| /s/ Christopher Galeta | Director | October 27, 2026 | ||
| Christopher Galeta | ||||
| /s/ Christopher Melton | Director | October 27, 2026 | ||
| Christopher Melton |
| II-7 |
Exhibit 5.1
October 27, 2026
VIA ELECTRONIC TRANSMISSION
Caring Brands, Inc.
130 S Indian River Dr.
Suite 202 pbm# 1232
Fort Pierce, FL 34950
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by Caring Brands, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission.
The Registration Statement pertains to the registration for resale of up to 24,510,858 shares of the Company’s common stock, par value $0.001, by certain selling stockholders (the “Resale Shares”). We understand that the Resale Shares are to be sold, as described in the Registration Statement.
We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed, as of the date hereof. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.
Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the issuance and sale of the Resale Shares has been duly authorized by all necessary corporate action on the part of the Company and, when issued and sold in the manner described in the Registration Statement, the Resale Shares, will be validly issued, fully paid and non-assessable.
Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the laws of any jurisdiction other than the laws of the State of New York, and Chapter 78 of the Nevada Revised Statutes as currently in effect (based solely upon our review of a standard compilation thereof). This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this opinion letter.
We hereby consent to the filing of this opinion as Exhibits 5.1 and 23.2 to the Registration Statement and to the reference to our firm under “Legal Matters” in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.
| Very truly yours, | |
| /s/ Sichenzia Ross Ference Carmel LLP |
1185 AVENUE OF THE AMERICAS | 26TH FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
Exhibit 10.30
LETTER AGREEMENT, AND CONSENT
Series B and PIPE Warrant Floor Price Amendments
October 09, 2026
Ladies and Gentlemen:
This letter agreement (this “Letter Agreement”) is entered into by and among Caring Brands, Inc., a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”) of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), and/or PIPE Warrants or rights to receive PIPE Warrants. “PIPE Warrants” means the Common Stock Purchase Warrants A and Common Stock Purchase Warrants B issued or issuable in connection with the Company’s existing Series B private placement (the “PIPE”).
WHEREAS, reference is made to the Certificate of Designation of Series B Convertible Preferred Stock filed with the Nevada Secretary of State on August 21, 2026 (the “Certificate of Designation”) the PIPE Warrants and the securities purchase agreement governing the PIPE (the “Purchase Agreement”). The Company proposes to introduce a $0.266 per-share floor for conversion of the Series B Preferred Stock and exercise of both types of PIPE Warrants, subject to the matching proportional adjustments specified in Exhibits A and B. The proposed COD amendment appears in Exhibit A (the “COD Amendment”) and the warrant amendment appears in Exhibit B (the “Warrant Amendment” and, together, the “Amendments”). The Amendments are intended to address requirements communicated by The Nasdaq Stock Market LLC (“Nasdaq”) and related accounting considerations concerning the existing PIPE securities.
WHEREAS, the floor price of $0.266 per share was determined by multiplying $1.33, the Minimum Price (as defined in Nasdaq Listing Rules) on August 20, 2026, by twenty percent (20%), in accordance with the requirements communicated by Nasdaq in connection with its review of the PIPE transaction.
For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
Holder Consent. Each Holder hereby irrevocably consents to and approves the Amendment with respect to all shares of Series B Preferred Stock held by that Holder. This Letter Agreement constitutes that Holder’s written consent to the Amendment for purposes of NRS and, to the extent applicable, its consent under the Securities Purchase Agreement. Each Holder authorizes the Company, following the requisite corporate approvals, to execute and file a certificate of amendment implementing Exhibit A with the Nevada Secretary of State. This consent is limited to the Amendment and does not authorize any other substantive change to the Certificate of Designation.
Warrant Agreement and Consent. The Company and each Holder of PIPE Warrants hereby agree to amend all PIPE Warrants held by that Holder as set forth in Exhibit B, pursuant to Section 5(l) of each warrant. Each Holder also agrees that all PIPE Warrants deliverable to it under the PIPE shall incorporate Exhibit B. No issuance, delivery, surrender, countersignature or reissuance of a physical warrant certificate is a condition to the Warrant Amendment becoming effective.
Effect of Amendments. Each Holder acknowledges that the Amendments limit price reductions and anti-dilution adjustments and may reduce the shares issuable on conversion, stock-paid dividends or warrant exercise compared with the unamended terms. Each Holder nevertheless approves the applicable Amendment. The stated initial warrant exercise prices of $0.825 for Warrant A and $0.95 for Warrant B are not reset. No representation is made that the Amendments alone assure any particular accounting classification or Nasdaq determination.
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Company Action. The Company shall promptly obtain the requisite corporate approvals, file the COD Amendment and furnish the Holders with a filed copy. It shall update its warrant records and forms to reflect the Warrant Amendment, furnish the applicable amended form to each warrant Holder and ensure that any PIPE Warrant certificate subsequently delivered incorporates Exhibit B. Such delivery shall not restart a warrant’s term or otherwise change its original issue date, expiration date or terms beyond the Warrant Amendment.
Holder Representations. Each Holder represents, severally and not jointly, that it owns the securities or rights identified on its signature page, has authority to consent on behalf of all of them and has full power to execute this Letter Agreement. Each Holder acknowledges receipt and review of Exhibits A and B and the opportunity to consult its own legal, tax and financial advisers.
Effectiveness. This Letter Agreement becomes effective upon execution and delivery by the Company, the holders of all outstanding Series B Preferred Stock and every holder of outstanding PIPE Warrants or rights to receive PIPE Warrants. Upon such execution and delivery, the parties agree that, as between themselves, this Letter Agreement shall be deemed effective as of, and construed as having taken effect on, September 30, 2026, subject to the provisions below governing the Amendment Effective Time. Both Amendments become operative upon effectiveness of the COD Amendment filed with the Nevada Secretary of State (the “Amendment Effective Time”). The Amendments apply from that time to all then-outstanding securities and existing rights to receive PIPE Warrants, and to the Series B Preferred Stock and PIPE Warrants thereafter issued under the existing PIPE. Until that time, the existing terms remain in effect.
Limited Scope. Except for the Amendments from the Amendment Effective Time, the Certificate of Designation, PIPE Warrants and other transaction documents remain unchanged. This Letter Agreement does not release claims or remedies accrued before that time, approve a new financing, enlarge an existing entitlement to securities or amend any securities outside the existing PIPE. The Company and Holders agree to the Amendments directly; this Letter Agreement is not a waiver of unrelated rights.
Miscellaneous. This Letter Agreement binds the parties and their successors and permitted assigns. It is governed by New York law, except that Nevada law governs the corporate authorization, adoption and effectiveness of the COD Amendment and the rights of holders under the Certificate of Designation. It may be executed in counterparts, including separate Holder signature pages, and by electronic signature, each deemed an original and together constituting one instrument.
[Signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Letter Agreement as of the date first written above.
| CARING BRANDS, INC. | ||
| By: | ||
| Name: | Dr. Glynn Wilson | |
| Title: | Chief Executive Officer | |
HOLDER
Name of Holder: ___________________________________
| By: | ||
| Name: | ||
| Title: | ||
| Date signed: |
Series B Preferred Stock held: _______________ shares
Warrant A issuable under the PIPE: __________ shares
Warrant B issuable under the PIPE: __________ shares
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Exhibit A
Amendment to the Certificate of Designation
The following Section 5(l) is added to the Certificate of Designation:
(l) Floor Price. Notwithstanding anything to the contrary in this Certificate of Designation, from and after the effectiveness of the certificate of amendment adding this Section 5(l):
| (i) | The “Floor Price” means $0.266 per share of Common Stock, subject only to the proportional adjustments specified in clause (iii) below. Neither the Conversion Price nor any other price used to determine the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock or payment or conversion of dividends, including any Adjusted Price or Base Share Price to the extent used for that purpose, shall be less than the Floor Price then in effect. If any otherwise applicable calculation or adjustment would result in a lower price, the Floor Price shall apply instead. |
| (ii) | The Floor Price applies to all adjustments under Section 5(f), including adjustments based on the New Issuance Price or the lowest VWAP during the applicable five-Trading-Day period. It also applies when calculating the number of shares deemed issuable on an as-converted basis under Sections 3(b) and 5(e). Any language disregarding conversion or exercise limitations does not permit the Floor Price to be disregarded. |
| (iii) | For any subdivision, combination (including a reverse stock split) or reclassification described in Section 5(d) occurring after the effectiveness of this Section 5(l), the Floor Price shall be proportionately adjusted by the same fraction and at the same time as the Conversion Price under Section 5(d). No adjustment under Section 5(f), change in market price or subsequent issuance of securities shall reduce the Floor Price. Notwithstanding Section 5(g), the Floor Price shall not be rounded to the nearest cent, and prices used for the purposes of this Section 5(l) shall be calculated to give effect to the applicable Floor Price. No rounding shall cause an applicable price to fall below the Floor Price. |
| (iv) | A Notice of Conversion specifying a price below the Floor Price shall be calculated using the Floor Price, and the Corporation shall promptly notify the Holder of the corrected calculation. No excess shares calculated using a price below the Floor Price shall be due, and failure to deliver those excess shares shall not give rise to liability under Section 5(j) or 5(k) or any other remedy under this Certificate of Designation. |
| (v) | The Corporation and the Holders may not waive this Section 5(l). Any amendment reducing or eliminating its protections requires the approvals otherwise required by applicable law and the governing documents and, for so long as the Common Stock is listed on Nasdaq, Nasdaq’s prior written approval. This Section 5(l) binds all subsequent holders of Series B Preferred Stock. |
Except as expressly provided above, the Certificate of Designation remains unchanged.
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Exhibit B
Amendment to Each PIPE Warrant
Each PIPE Warrant is amended at the Amendment Effective Time to include Section 2(g) below. Section references and defined terms refer to the applicable warrant form. Other terms remain unchanged.
g) Exercise Price Floor. This Section becomes effective at the Amendment Effective Time. Notwithstanding anything to the contrary in this Warrant, from that time:
| (i) | “Floor Price” means $0.266 per share of Common Stock. For any subdivision, combination (including a reverse stock split) or reclassification under Section 3(a) occurring after the Warrant Amendment Effective Time, the Floor Price shall be multiplied by a fraction: the number of shares of Common Stock outstanding immediately before the event (excluding treasury shares) divided by the number outstanding immediately after it. No other adjustment to the Floor Price is permitted. |
| (ii) | The Exercise Price under Section 2(b), after any adjustment, reset, reduction, repricing or other modification, shall never be less than the Floor Price then in effect. This applies to all provisions affecting the Exercise Price. If a calculation would produce a lower Exercise Price, the Floor Price applies instead. The stated initial Exercise Price remains unchanged. |
| (iii) | For all cashless exercises, including automatic exercise at expiration, formula input “B” is the floored Exercise Price and “X” reflects the amended Warrant Share count. Cash payment is not required for permitted cashless exercises. Calculations under Sections 3(c), 3(d) and 3(e), including assumed exercises, Alternate Consideration and any exercise-price input used for Black Scholes Value, must give effect to the floor. A successor or replacement instrument must preserve the floor on an economically equivalent basis reflecting the exchange ratio or allocation of Alternate Consideration. Language disregarding exercise limitations does not disregard this Section. |
| (iv) | Notwithstanding Section 3(f), the Floor Price shall not be rounded to the nearest cent. No market-price change, dilutive issuance or voluntary reduction under Section 3(h) reduces the Floor Price. This Section does not remove the existing Nasdaq Minimum Price qualification in Section 3 or authorize a reduction otherwise prohibited by this Warrant or Nasdaq rules. Stockholder approval under Section 2(f) or 3(i) does not remove the floor. |
| (v) | The Company shall promptly notify the Holder of an incorrect calculation and apply the compliant price and share count, subject to required payment. Timely delivery obligations remain for compliant exercises. Excess shares calculated below the floor are not due; their non-delivery creates no liability under Section 2(d) or 5(j). The floor creates no new compensating entitlement. Existing rights, including under Section 3(e), remain subject to the amended terms. |
| (vi) | This Section binds successors and permitted assigns and applies to substitute and replacement warrants. Notwithstanding Section 5(l), neither the Company nor the Holder may waive this Section. Any amendment reducing or eliminating its protections requires the approvals otherwise required by applicable law and the governing documents and, for so long as the Common Stock is listed on Nasdaq, Nasdaq’s prior written approval as well as the Company’s and the Holder’s written consent. |
Except as expressly provided above, the Warrant remains unchanged.
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in the foregoing Form S-1 Registration Statement of our report dated March 31, 2026, relating to our audit of the consolidated financial statements of Caring Brands, Inc. (a Nevada Corporation) for the years ended December 31, 2025 and 2024, and the reference to our firm under the caption “Experts” in the Offering Statement.
| /s/ M&K CPAS, PLLC | |
| The Woodlands, Texas | |
| October 27, 2026 |