CABR 8-K
Caring Brands, Inc. (CABR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On September 3, 2026, Caring Brands, Inc., a Nevada corporation (the “Company”), entered into a Consulting Services Agreement with Myall Luna Ventures Inc. (“Myall Luna”), effective as of September 2, 2026 (the “Consulting Agreement”). Mr. Brian R. Meadows is the President of Myall Luna.
Under the Consulting Agreement, Myall Luna will provide financial and accounting management services to support the Company’s cash flow management, financial reporting and other public company services reasonably requested by the Company’s Chief Financial Officer. Myall Luna will coordinate its work with the Chief Financial Officer, and the Company retains responsibility for management decisions, approvals, internal controls and its financial statements and public disclosures.
The Consulting Agreement has a term from September 2, 2026 through September 1, 2027 and does not renew automatically. The Company will pay Myall Luna a monthly fee of $10,000, payable in advance, and reimburse reasonable out-of-pocket expenses approved in writing in advance by the Chief Financial Officer. Either party may terminate the Consulting Agreement for any reason upon at least 30 days’ written notice. Upon termination, fees are earned on a daily pro rata basis through the termination date, and Myall Luna must refund any unearned prepaid amounts.
The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On August 28, 2026, the Nominating And Corporate Governance Committee of the Company’s Board of Directors (the “Board”) unanimously approved the proposed appointment of Brian R. Meadows as a director of the Company, and recommended that the Board approve the appointment.
On September 3, 2026, the Board approved Mr. Meadows’ appointment. His appointment became effective on September 4, 2026. The Board has determined that Mr. Meadows is an independent director under Nasdaq Listing Rule 5605(a)(2), after considering the Consulting Agreement and his relationship with Myall Luna.
Mr. Meadows has served as Chief Financial Officer of Jones Soda Co. since 2025. He previously served as Chief Financial Officer of Trubar Inc. from December 2020 to December 2024 and of Atmofizer Technologies Inc. from November 2021 to August 2026. Earlier in his career, he held senior financial, operational and strategic roles at GLG Life Tech Corporation and TELUS. Mr. Meadows holds a Master of Business Administration from the University of Glasgow and a Bachelor of Business Administration from Wilfrid Laurier University, and holds CPA (CMA) and CFA designations.
Director Compensation and Other Arrangements
The Company and Mr. Meadows entered into an Independent Director’s Agreement, dated as of September 4, 2026, in relation to his appointment as a director of the Company (the “Director Agreement”). The Director Agreement provides for an annual grant of options to purchase 25,000 shares of the Company’s common stock under the Company’s Equity Incentive Plan (“Plan”). The options will have an exercise price equal to the market price of the Company’s common stock at issuance and will expire five years after issuance, subject to the applicable stock option agreement and Plan.
The Director Agreement also other customary terms, including confidentiality, non-compete, reimbursement of expenses, indemnification, and insurance coverage. It commences upon Mr. Meadows’ appointment and continues until his removal or resignation.
The information regarding the Consulting Agreement set forth in Item 1.01 above is incorporated by reference into this Item 5.02.
Other than the agreements described above, there are no arrangements or understandings between Mr. Meadows and any other person pursuant to which he was selected as a director. There are no family relationships between Mr. Meadows and any director or executive officer of the Company. Except for the Consulting Agreement described above, there are no transactions involving Mr. Meadows that are required to be disclosed under Item 404 of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 3.1 | Consulting Services Agreement, by and between Caring Brands, Inc. and Myall Luna Ventures Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 10, 2026 | Caring Brands, Inc. | |
| By: | /s/ Glynn Wilson | |
| Name: | Dr. Glynn Wilson | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CONSULTING SERVICES AGREEMENT
Effective September 2, 2026
This Consulting Services Agreement (the “Agreement”) is made effective as of September 2, 2026 (the “Effective Date”) by and between:
| Company | Caring Brands, Inc. 130 S Indian River Dr., Suite 202 pbm# 1232 Fort Pierce, FL 34950 | |
| Consultant | Myall Luna Ventures Inc. 2N 1103-11871 Horseshoe Way Richmond, BC V7A 5H5, Canada |
The parties agree as follows:
1. Services
Consultant will provide financial and accounting management services to support the Company’s cash flow management, financial reporting, and other public company services identified and reasonably requested by the Company’s Chief Financial Officer (the “CFO”). Consultant will coordinate its work with the CFO and other Company personnel designated by the CFO.
2. Standard of Performance
Consultant will perform the Services professionally, diligently, and in accordance with applicable laws and the Company’s reasonable policies communicated to Consultant. The Company retains responsibility for management decisions, approvals, internal controls, and the final form and filing of its financial statements and public disclosures. Unless separately agreed in writing, the Services do not constitute an audit, review, legal opinion, or tax opinion.
3. Term
The term of this Agreement begins on September 2, 2026 and continues through September 1, 2027, unless terminated earlier in accordance with Section 8. The Agreement does not renew automatically.
4. Compensation and Payment
The Company will pay Consultant a monthly fee of US$10,000, payable in advance. The initial monthly fee is due on the Effective Date. Each subsequent monthly fee is due on the first day of the applicable month. Consultant will provide any invoice or payment information reasonably requested by the Company. Amounts not disputed in good faith are payable without setoff or deduction, except for withholding required by law. The Consultant shall invoice the company for each month of services to be provided.
5. Expenses
The Company will reimburse Consultant for reasonable out-of-pocket expenses incurred in providing the Services only if the CFO approves the expense in writing in advance. Consultant will provide reasonable supporting documentation for reimbursement.
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6. Independent Contractor
Consultant is an independent contractor and not an employee, partner, joint venturer, or agent of the Company. Consultant is responsible for its own taxes, insurance, personnel, and business expenses. Consultant may not bind the Company or incur obligations on its behalf unless expressly authorized in writing.
7. Confidentiality and Company Property
Consultant will keep confidential and use only to perform the Services all non-public information received from or concerning the Company. This obligation does not apply to information that is publicly available through no breach of this Agreement, was lawfully known to Consultant without restriction, is received lawfully from a third party without restriction, or must be disclosed by law. Upon request or termination, Consultant will promptly return or securely destroy Company property and confidential information, subject to ordinary archival copies maintained for legal or compliance purposes. Consultant will comply with applicable securities laws and will not trade in the Company’s securities while aware of material non-public information.
8. Termination
Either party may terminate this Agreement for any reason by giving the other party at least 30 days’ written notice. The parties will continue to perform their obligations during the notice period unless they agree otherwise in writing. On termination, the Company will pay Consultant for Services performed and approved expenses incurred through the effective termination date. Any prepaid monthly fee will be earned on a daily pro rata basis through that date, and Consultant will promptly refund any unearned balance.
9. Work Product
Upon payment of the applicable fees, reports, schedules, analyses, and other deliverables created specifically for the Company under this Agreement will belong to the Company. Consultant retains ownership of its pre-existing materials, methods, templates, and general know-how, but grants the Company a perpetual, non-exclusive, royalty-free license to use any such material incorporated into a deliverable as necessary to use that deliverable.
10. Notices
Notices under this Agreement must be in writing and delivered personally, by nationally recognized courier, or by email with confirmation of receipt, to the addresses shown above and to any email address or replacement address later designated in writing. A notice is effective when received.
11. Governing Law
This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Florida for disputes arising from this Agreement.
12. General
This Agreement is the entire agreement between the parties concerning the Services and supersedes prior discussions or understandings on that subject. Any amendment or waiver must be in writing and signed by both parties. Neither party may assign this Agreement without the other party’s written consent, except that the Company may assign it in connection with a merger, reorganization, or sale of substantially all of its relevant business or assets. If any provision is unenforceable, the remaining provisions remain effective. Sections that by their nature should survive termination, including confidentiality, ownership, payment obligations, and governing law, will survive. This Agreement may be signed in counterparts and by electronic signature, each of which is deemed an original.
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AGREED AND ACCEPTED
| CARING BRANDS, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| Date: | ||
| MYALL LUNA VENTURES INC. | ||
| By: | ||
| Name: | Brian Meadows | |
| Title: | President | |
| Date: | September 3, 2026 | |
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