Form 8-K

8-K — Caring Brands, Inc.

Accession: 0001493152-26-048110

Filed: 2026-10-22

Period: 2026-10-16

CIK: 0002020737

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

Item: Material Modifications to Rights of Security Holders

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

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-3.2 (ex3-2.htm)

EX-4.1 (ex4-1.htm)

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0002020737

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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): October 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

3.03. Material Modification to Rights of Security Holders.

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

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

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

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:

Exhibit

No.

Description

3.1

Certificate of Amendment to the Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock of Caring Brands, Inc., filed with the Nevada Secretary of State on October 16, 2026.

3.2

Certificate of Amendment to the Certificate of Designation of Series B Convertible Preferred Stock of Caring Brands, Inc., filed with the Nevada Secretary of State on October 21, 2026.

4.1

Form of Amendment to Common Stock Purchase Warrants A and Common Stock Purchase Warrants B.

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:

October 22, 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

CERTIFICATE

OF AMENDMENT TO THE

AMENDED

AND RESTATED CERTIFICATE OF DESIGNATION OF

SERIES

A CONVERTIBLE PREFERRED STOCK

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.

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.

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.

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.

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.

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.

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.

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

EX-3.2

Filename: ex3-2.htm · Sequence: 3

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.

EX-4.1

Filename: ex4-1.htm · Sequence: 4

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.

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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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

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dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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Balance Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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