Caring Brands, Inc 8-K, filed Oct 22, 2026
Caring Brands, Inc. (CABR)
About this 8-K
Caring Brands, Inc filed this 8-K on October 22, 2026, reporting on events of October 16, 2026.
Caring Brands, Inc. established a $0.16 per share Series A conversion-price floor, effective September 22, 2026, and $0.266 per share Series B conversion-price and PIPE warrant exercise-price floors, effective September 30, 2026. AI summary
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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 3.03. Material Modification to Rights of Security Holders.
To the extent required by this Item 3.03, the information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
PIPE Warrant Amendments
In connection with the Series B certificate of designation amendment described in Item 5.03, Caring Brands, Inc., a Nevada corporation (the “Company”), amended the Common Stock Purchase Warrants A (the “Warrants A”) and Common Stock Purchase Warrants B (the “Warrants B” and, together with the Warrants A, the “PIPE Warrants”) issued or issuable under the Company’s existing Series B private placement (the “PIPE”). The amendments (the “Warrant Amendments”) establishes an exercise-price floor of $0.266 per share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to the specified proportional adjustments (the “Warrant Floor Price”). The Warrant Amendment became operative with an effective date of September 30, 2026. It applies to outstanding PIPE Warrants, existing rights to receive PIPE Warrants and PIPE Warrants thereafter issued under the existing PIPE.
The Warrant Amendments add Section 2(g) to each PIPE Warrant and prohibits any adjustment, reset, repricing, reduction or other modification that would reduce its exercise price below the Warrant Floor Price. The floor is adjusted proportionately only for subdivisions, combinations, including reverse stock splits, and reclassifications specified in the PIPE Warrants. The stated initial exercise prices of $0.825 per share for the Warrant A and $0.95 per share for the Warrant B are not reset by the Warrant Amendment.
The floor applies to the exercise-price input in permitted cashless exercises, including automatic exercise at expiration, and to the specified assumed-exercise, alternate-consideration and Black Scholes Value calculations. Successor and replacement instruments must preserve the floor on an economically equivalent basis. Market-price changes, dilutive issuances, voluntary price reductions and stockholder approval do not remove or reduce the floor. The floor cannot be waived. An amendment reducing or eliminating its protections requires the otherwise applicable approvals, the Company’s and the applicable holder’s written consent and, while the Common Stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”), Nasdaq’s prior written approval.
The Warrant Amendments may reduce the shares issuable upon exercise compared with the unamended terms. Excess shares calculated using a price below the floor are not due, and their non-delivery does not give rise to the specified delivery remedies. Timely delivery obligations remain for compliant exercises. Except as expressly amended, the terms of the PIPE Warrants remain unchanged.
The foregoing description of the Warrant Amendment is qualified in its entirety by reference to the Warrant Amendment filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Series A Preferred Stock
On October 16, 2026, the Company filed a Certificate of Amendment (the “Series A Amendment”) to its Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”) with the Nevada Secretary of State. The Series A Amendment became effective on September 22, 2026.
The Series A Amendment establishes a minimum conversion price of $0.16 per share of Common Stock for the Company’s Series A Convertible Preferred Stock (the “Series A Floor Price”). It overrides any adjustment, reset, reduction or other modification, including one arising from an issuance or deemed issuance of Common Stock or common stock equivalents, that would otherwise reduce the conversion price below the Series A Floor Price. In that event, the Series A Floor Price applies instead.
The Series A Floor Price is subject to equitable adjustment for stock splits, reverse stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar transactions affecting the Common Stock after the effective date, so that its economic effect is preserved. Except as expressly amended, the Series A Certificate of Designation remains in full force and effect. The foregoing description is qualified in its entirety by reference to the Series A Amendment filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Series B Preferred Stock
On October 21, 2026, the Company filed a Certificate of Amendment (the “Series B Amendment”) to the Certificate of Designation of its Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), with the Nevada Secretary of State, and it became effective on September 30, 2026. The Series B Amendment adds Section 5(l) to the Certificate of Designation of Series B Preferred Stock filed on August 21, 2026 (the “Series B Certificate of Designation”).
The new provision establishes a floor price of $0.266 per share of Common Stock (the “Series B Floor Price”) for the conversion price and any other price used to determine shares of Common Stock issuable upon conversion or payment or conversion of dividends, including any applicable Adjusted Price or Base Share Price. It applies to the anti-dilution adjustments under Section 5(f), including those based on a new issuance price or the lowest VWAP during the applicable five-Trading-Day period, and the specified as-converted calculations under Sections 3(b) and 5(e). Any calculation yielding a lower price instead uses the Series B Floor Price.
The Series B Floor Price equals 20% of $1.33, the Nasdaq Minimum Price on August 20, 2026 which was the date of the issuance. The Series B Amendment and the Warrant Amendment are intended to address requirements communicated by Nasdaq in connection with its review of the PIPE and related accounting considerations. They do not themselves assure any particular accounting classification or Nasdaq determination.
The Series B Floor Price is adjusted proportionately only for the subdivisions, combinations, including reverse stock splits, and reclassifications specified in Section 5(d). Market-price changes and subsequent securities issuances do not reduce the floor, and rounding may not cause a price to fall below it. The floor cannot be waived, binds subsequent holders and may be reduced or eliminated only with the required approvals and, while the Common Stock is listed on Nasdaq, Nasdaq’s prior written approval. Except as expressly amended, the Series B Certificate of Designation remains unchanged. The foregoing description is qualified in its entirety by reference to the Series B Amendment filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 22, 2026 | Caring Brands, Inc. | |
| By: | /s/ Glynn Wilson | |
| Name: | Dr. Glynn Wilson | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF CARING BRANDS, INC.
Pursuant to Section 78.1955 of the Nevada Revised Statutes
Caring Brands, Inc., a Nevada corporation (the “Corporation”), hereby certifies that, pursuant to the authority contained in its Articles of Incorporation, as amended, and in accordance with applicable provisions of the Nevada Revised Statutes, the Corporation has duly authorized the following amendment to the Amended and Restated Certificate of Designation governing its Series A Convertible Preferred Stock (the “Series A Certificate of Designation”).
WHEREAS, the Corporation has outstanding shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”);
WHEREAS, the Board of Directors has determined that it is advisable and in the best interests of the Corporation and its stockholders to establish a minimum conversion price of $0.16 per share of Common Stock (the “Floor Price”), subject to equitable adjustment for stock splits, reverse stock splits, stock dividends, combinations, reclassifications and similar events affecting the Common Stock; and
WHEREAS, the Board intends that the Floor Price limit any adjustment, reset, reduction or other modification of the conversion price of the Series A Preferred Stock that would otherwise result in a conversion price below $0.16 per share.
1. Floor Price. Notwithstanding anything to the contrary contained in the Series A Certificate of Designation, including any provision providing for an adjustment, reset, reduction or other modification of the Conversion Price as a result of any issuance or deemed issuance of Common Stock or Common Stock Equivalents, the Conversion Price shall in no event be adjusted or reduced to an amount less than $0.16 per share of Common Stock (the “Floor Price”). If any calculation or adjustment otherwise required under the Series A Certificate of Designation would result in a Conversion Price below the Floor Price, the Conversion Price shall instead be deemed to equal the Floor Price.
2. Equitable Adjustments. The Floor Price shall be subject to equitable adjustment for any stock split, reverse stock split, stock dividend, stock combination, recapitalization, reclassification or other similar transaction affecting the Common Stock occurring after the Effective Date, so that the economic effect of the Floor Price is preserved.
3. No Other Amendment. Except as expressly amended hereby, all provisions of the Series A Certificate of Designation shall remain in full force and effect. In the event of any conflict between this Certificate of Amendment and the Series A Certificate of Designation, this Certificate of Amendment shall control.
4. Approvals. This amendment is subject to all holder, stockholder, contractual, Nasdaq, governmental and other approvals or consents required by the Series A Certificate of Designation, any applicable transaction documents, the Corporation’s governing documents and applicable law. Nevada and securities counsel shall confirm the precise approval and filing mechanics.
5. Effective Date. The Corporation intends the foregoing amendment to have economic effect as of September 22, 2026 to the fullest extent permitted by applicable law; provided, however, that the legal effectiveness of this Certificate of Amendment shall be determined in accordance with Nevada law and the filing accepted by the Nevada Secretary of State. The execution date below must be the actual date of execution and shall not be backdated.
6. Authorization. The officers of the Corporation are authorized and directed to execute and file such documents and take such further actions as may be necessary or appropriate to give effect to the foregoing amendment, subject to review and approval by the Corporation’s legal counsel.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on the date actually executed below.
| CARING BRANDS, INC. | |
| /s/ Glynn Wilson | |
| Dr. Glynn Wilson | |
| Chief Executive Officer | |
| Date of Execution: 10/16/2026 |
Exhibit 3.2
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.
Exhibit 4.1
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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