Form 8-K

8-K — Caring Brands, Inc.

Accession: 0001493152-26-043717

Filed: 2026-09-22

Period: 2026-09-16

CIK: 0002020737

SIC: 2844 (PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): September 16, 2026

Caring

Brands, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42941

99-4103908

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

130

S Indian River Drive,

Suite

202 pbm# 1232,

Fort

Pierce, FL 34950

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (561) 896-7616

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

CABR

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

September 18, 2026, Caring Brands, Inc., a Nevada corporation (the “Company”), entered into a First Amendment to Consulting

Services Agreement (the “Amendment”) with Myall Luna Ventures Inc. (“Myall Luna”), effective as of September

18, 2026. The Amendment amends the Consulting Services Agreement between the Company and Myall Luna effective as of September 2, 2026

(the “Consulting Agreement”). Brian R. Meadows is the President of Myall Luna. Mr. Meadows was appointed as a director of

the Company effective September 4, 2026, and was appointed as the Company’s Chief Financial Officer and principal financial officer

effective September 18, 2026, as described in Item 5.02 below.

The

Amendment expands the services provided under the Consulting Agreement to provide that Mr. Meadows, through Myall Luna, will serve as

the Company’s Chief Financial Officer and perform the duties and responsibilities customarily associated with the chief financial

officer of a publicly traded company. Effective as of September 18, 2026, the Amendment increases the monthly consulting fee payable

to Myall Luna from $10,000 to $15,000. The $15,000 monthly consulting fee replaces the $10,000 monthly consulting fee under the Consulting

Agreement. All other payment terms remain unchanged. Except as expressly amended by the Amendment, the Consulting Agreement remains unchanged

and in full force and effect.

The

foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text

of the Amendment, 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.

Departure

of Interim Chief Financial Officer, Principal Accounting Officer and Chairman

September 16, 2026, Brian John ceased serving as the Company’s Interim Chief Financial Officer and principal accounting officer.

On September 16, 2026, Mr. John resigned as a director of the Company and as Chairman of the Company’s Board of Directors (the

“Board”). Mr. John’s departures were not the result of any disagreement with the Company on any matter relating to

the Company’s operations, policies or practices. All stock options held by Mr. John that were vested as of September 16, 2026,

will remain exercisable until their respective original expiration date.

Appointment

of Chairman

September 18, 2026, the Board appointed Dr. Glynn Wilson, the Company’s Chief Executive Officer and a director, as Chairman of

the Board, effective September 18, 2026. Dr. Wilson will serve as Chairman until his successor is duly appointed or until his earlier

resignation or removal.

Appointment

of Chief Financial Officer

September 18, 2026, following the recommendation of the Compensation Committee, the Board appointed Brian R. Meadows as the Company’s

full-time Chief Financial Officer and principal financial officer, effective September 18, 2026. Mr. Meadows will serve subject to the

terms of the Consulting Agreement, as amended by the Amendment described in Item 1.01 above.

Mr.

Meadows, age 62, was appointed as a director of the Company effective September 4, 2026, as previously reported in the Company’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2026 (the “Prior Form 8-K”).

The biographical information concerning Mr. Meadows set forth under the heading “Appointment of Director” in Item 5.02 of

the Prior Form 8-K is incorporated herein by reference. Mr. Meadows will continue to serve as a director; however, in connection with

his appointment as Chief Financial Officer, the Board determined that he no longer qualifies as an independent director.

The

information regarding the Consulting Agreement and the Amendment set forth in Item 1.01 above is incorporated by reference into this

Item 5.02. In connection with Mr. Meadows’s appointment, the Compensation Committee approved the $15,000 monthly consulting fee

payable to Myall Luna under the Amendment.

Except

as disclosed in this Current Report and the Prior Form 8-K, there are no arrangements or understandings between Mr. Meadows and any other

person pursuant to which he was selected as Chief Financial Officer, there are no family relationships between Mr. Meadows and any director

or executive officer of the Company, and there are no transactions involving Mr. Meadows that are required to be disclosed pursuant to

Item 404(a) of Regulation S-K.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

The

following exhibits are being filed herewith:

Exhibit

No.

Description

10.1

First Amendment to Consulting Services Agreement, dated as of September 18, 2026, by and between Caring Brands, Inc. and Myall Luna Ventures Inc.

104

Cover

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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 22, 2026

Caring

Brands, Inc.

By:

/s/

Glynn Wilson

Name:

Dr.

Glynn Wilson

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

FIRST

AMENDMENT TO

CONSULTING

SERVICES AGREEMENT

This

First Amendment to Consulting Services Agreement (this “Amendment”) is entered into as of September 18, 2026

(the “Amendment Effective Date”), by and between Caring Brands, Inc. (the “Company”) and Myall Luna

Ventures Inc. (the “Consultant”).

RECITALS

WHEREAS,

the Company and the Consultant entered into that certain Consulting Services Agreement effective as of September 2, 2026 (the “Agreement”);

WHEREAS,

pursuant to the Agreement, the Consultant currently provides financial and accounting management and related services to the Company;

and

WHEREAS,

the Company and the Consultant desire to amend the Agreement to reflect the Consultant’s expanded responsibilities, including the

provision of Chief Financial Officer services to the Company, and to modify the monthly consulting fee payable under the Agreement.

NOW,

THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Chief Financial Officer Services

Effective

as of the Amendment Effective Date, the scope of services under the Agreement is hereby amended to provide that Brian Meadows, through

the Consultant, shall serve as the Chief Financial Officer (“CFO”) of Caring Brands, Inc.

such capacity, Brian Meadows shall perform the duties and responsibilities customarily associated with the position of Chief Financial

Officer of a publicly traded company, together with such other financial, accounting, reporting, strategic, financing, regulatory and

administrative responsibilities as may reasonably be requested by the Company’s Chief Executive Officer or Board of Directors.

Such

responsibilities may include, without limitation, oversight of the Company’s financial reporting, accounting functions, internal

controls, budgeting, forecasting, cash management, financing activities, audit coordination, regulatory and securities reporting, and

financial communications with the Company’s management, Board of Directors, auditors, legal counsel, investors, regulators and

other professional advisors.

Consulting Fee

Effective

as of the Amendment Effective Date, the monthly consulting fee payable to the Consultant under the Agreement shall be increased from

US$10,000 per month to US$15,000 per month.

The

US$15,000 monthly consulting fee shall replace the US$10,000 monthly consulting fee set forth in the Agreement. All other payment terms

contained in the Agreement shall remain unchanged unless expressly modified by this Amendment.

Continuing Effect of Agreement

Except

as expressly amended by this Amendment, all terms, provisions, covenants and conditions of the Agreement shall remain unchanged and in

full force and effect.

the event of any conflict or inconsistency between the terms of this Amendment and the Agreement, the terms of this Amendment shall control.

Incorporation

This

Amendment shall be deemed part of, and incorporated into, the Agreement. From and after the Amendment Effective Date, all references

in the Agreement to the “Agreement” shall mean the Agreement as amended by this Amendment.

Counterparts and Electronic Signatures

This

Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and

the same instrument. Electronic and electronically transmitted signatures shall be deemed effective as original signatures.

WITNESS WHEREOF, the parties have executed this First Amendment to Consulting Services Agreement as of the Amendment Effective Date.

CARING BRANDS, INC.

MYALL LUNA VENTURES INC.

By:

Name:

Dr. Glynn Wilson

Name:

Brian Meadows

Title:

Chief Executive Officer

Title:

Authorized Signatory

Date:

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