Form 8-K

8-K — Caring Brands, Inc.

Accession: 0001493152-26-013808

Filed: 2026-03-31

Period: 2026-03-29

CIK: 0002020737

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

Item: Material Modifications to Rights of Security Holders

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

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

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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): March 29, 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

3.03 Material Modification to Rights of Security Holders.

March 29, 2026, the Board of Directors (the “Board”) of Caring Brands, Inc. (the “Company”) approved and adopted

an amendment (the “Amendment”) to the Company’s bylaws (the “Bylaws”) which reduces the number of shares

required to constitute a quorum at a stockholders meeting of the holders of shares of the outstanding capital stock of the Company to

provide that stockholders holding thirty-three and one-third percent (33 1/3%) of the Company’s outstanding capital stock entitled

to vote at such meeting shall constitute a quorum (Section 2.06 of the Bylaws).

Prior

to the Amendment to the quorum requirements of the Bylaws as discussed above, the presence, in person or by proxy, of the holders of

a majority of the outstanding capital stock entitled to vote at the meeting would constitute a quorum for the transaction of business

at such meeting. The change to the quorum requirement for shareholder meetings was made to improve the Company’s ability to hold

shareholder meetings when called.

The

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

the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 hereto 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 Interim Chief Financial Officer

March 29, 2026, the Board approved the appointment of Mr. Brian John, the company’s Chief Investment Officer and Chairman of the

Board to serve as the Interim Chief Financial Officer of the Company and designated him as principal financial officer and principal

accounting officer of the Company, effective as of March 30, 2026.

Mr.

John, 56, is our founder and has served the Company in various roles since May 2024. He was appointed to act as the Interim Chief Financial

officer to the Company effective March 30, 2026. For the past 20 years, Brian has been an investor and advisor to companies around the

globe. He is the founder of Caro Partners, LLC, a financial consulting firm specializing in assisting emerging growth companies primarily

in the sub- $100 million space and has worked with hundreds of companies in dozens of countries over the last 25 years. He also served

on the board of directors of The Learning Center at the Els Center of Excellence–a school for children with autism in Jupiter,

Florida from its opening until 2023. Mr. John founded and was CEO of Jupiter Wellness, now Safety Shot (NASDAQ: SHOT), He purchased SRM

Entertainment in 2021 that now trades (NASDAQ: SRM) and was the CEO OF Jupiter Wellness Acquisition Corp NASDAQ: JWAC now CJET). Mr.

John was appointed due to his proven track record in driving business growth, his entrepreneurial spirit, and his ability to navigate

complex financial landscapes. His deep understanding of markets and his experience in successfully launching and managing publicly traded

companies make him uniquely qualified to lead the company’s strategic initiatives.

There

are no family relationships between Mr. John and any director or executive officer of the Company, and other than disclosed in the Company’s

public filings with the Securities and Exchange Commission, there are no transactions between Mr. John and the Company that require disclosure

pursuant to Item 404 of Regulation S-K.

of the date of filing of this Current Report on Form 8-K, no material changes to Mr. John’s existing compensation arrangements

have been made in connection with his appointment as Interim Chief Financial Officer.

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The

information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

The

following exhibits are being filed herewith:

Exhibit

No.

Description

3.1

Amendment to the Bylaws of the Company

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:

March 31, 2026

Caring

Brands, Inc.

By:

/s/

Glynn Wilson

Name:

Dr.

Glynn Wilson

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

AMENDMENT

NO.1 TO THE

BYLAWS

CARING

BRANDS, INC.

Nevada Corporation)

This

Amendment No. 1 to the Bylaws (the “Bylaws”) of Caring Brands, Inc., a Nevada corporation (the “Company”)

is made as of this 29th day of March, 2026.

The Bylaws are hereby amended by replacing the Section 2.06 of the Bylaws with the following:

“A

quorum at any annual or special shareholder meeting shall consist of shareholders representing, either in person or by proxy, at least

thirty-three and one-third percent (33 1/3%) of the Corporation’s outstanding capital stock entitled to vote at any such meeting.

If a quorum shall not be present or represented at any meeting of shareholders, a majority of the shareholders entitled to vote at the

meeting who are present in person or represented by proxy may adjourn the meeting from time to time, without notice other than announcement

at the meeting, until a quorum shall be present or represented. At any reconvening of an adjourned meeting at which a quorum shall be

present or represented, any business may be transacted that could have been transacted at the original meeting as originally notified

and called if a quorum had been present or represented. The shareholders present at a duly organized meeting may continue to transact

business notwithstanding the withdrawal of some shareholders prior to adjournment, provided that the holders of at least one-third (1/3)

of the shares entitled to vote continue to be represented at such meeting.”

Except as specifically amended herein, the Bylaws of the Company shall remain unchanged and in full force and effect.

[Remainder

of page intentionally left blank.]

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