Form 8-K

8-K — Caring Brands, Inc.

Accession: 0001493152-26-042368

Filed: 2026-09-11

Period: 2026-09-11

CIK: 0002020737

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

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

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): September 11, 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

3.02

previously disclosed in the Current Report on Form 8-K filed by Caring Brands, Inc. (the “Company”) with the Securities and

Exchange Commission (the “SEC”) on August 25, 2026 (the “August 25 Report”), on August 21, 2026, the Company

entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (collectively,

the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, in a private placement (the “Offering”),

up to 11,000 shares of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred

Stock”), at a purchase price of $1,000 per share, together with Common Stock Purchase Warrants A (the “Series A Warrants”)

and Common Stock Purchase Warrants B (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”)

to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at exercise prices

of $0.825 and $0.95 per share, respectively. As previously disclosed in the Current Report on Form 8-K filed with the SEC on September

1, 2026 (the “September 1 Report”), on September 1, 2026, the Company completed an initial closing under the Purchase Agreement

(the “Initial Closing”), at which it issued 4,600 shares of Series B Preferred Stock, Series A Warrants to purchase up to

4,600,000 shares of Common Stock and Series B Warrants to purchase up to 4,600,000 shares of Common Stock, for aggregate gross proceeds

of $4,600,000.

September 11, 2026, the Company completed an additional closing under the Purchase Agreement (the “Subsequent Closing”),

at which the Company issued and sold to certain of the Investors (i) 2,549.9 shares of Series B Preferred Stock, (ii) Series A Warrants

to purchase up to 2,549,900 shares of Common Stock and (iii) Series B Warrants to purchase up to 2,549,900 shares of Common Stock, for

aggregate gross proceeds of $2,549,900. The shares of Series B Preferred Stock issued at the Subsequent Closing are initially convertible

into an aggregate of 3,642,714 shares of Common Stock at the initial conversion price of $0.70 per share, subject to adjustment and subject

to the 19.99% exchange cap (the “Exchange Cap”) and the beneficial ownership limitations described in the August 25 Report.

Following the Subsequent Closing, the Company has issued in the Offering an aggregate of 7,149.9 shares of Series B Preferred Stock,

Series A Warrants to purchase up to 7,149,900 shares of Common Stock and Series B Warrants to purchase up to 7,149,900 shares of Common

Stock, for aggregate gross proceeds of $7,149,900.

The

September 1 Report disclosed that, as of its date, subscription documents for an additional $4,400,000 had been executed and that the

Company expected the related funds to be released on or before September 4, 2026. The Company may complete one or more additional closings

under the Purchase Agreement with respect to the remaining amount of such subscriptions; however, no assurance can be given that any

such closing will occur, in whole or in part, or as to its timing. The unaudited pro forma balance sheet included under Item 7.01 below

does not give effect to any such additional closing.

All

shares of Series B Preferred Stock and Warrants issued at the Subsequent Closing were issued solely to Investors that executed the Purchase

Agreement on August 21, 2026. The securities described above were offered and sold in reliance upon the exemption from registration afforded

by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated

thereunder. Each Investor represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D. The

securities issued in the Offering, and the shares of Common Stock issuable upon conversion or exercise thereof, have not been registered

under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration

requirements.

The

terms of the Purchase Agreement, the Series B Preferred Stock, the Warrants and the Registration Rights Agreement entered into in connection

with the Offering (the “Registration Rights Agreement”) are described in the August 25 Report, and such descriptions are

incorporated herein by reference. Such descriptions do not purport to be complete and are qualified in their entirety by reference to

the full text of the applicable documents, copies of which were filed as exhibits to the August 25 Report and are incorporated herein

by reference.

Item

7.01 Regulation FD Disclosure.

Preliminary

Pro Forma Financial Information

previously disclosed, on April 7, 2026, the Company received a notice (the “Notice”) from the Listing Qualifications Department

(the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with

Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”), which requires companies listed on The Nasdaq

Capital Market to maintain stockholders’ equity of at least $2,500,000. The Notice was based on the Company’s Annual Report

on Form 10-K for the year ended December 31, 2025, which reported stockholders’ equity of $2,091,324. The Company subsequently

submitted a plan to regain compliance with the Stockholders’ Equity Requirement. On July 15, 2026, the Company received a Staff

Delisting Determination (the “Delisting Determination”) denying the Company’s request for continued listing on The

Nasdaq Capital Market.

The

Company is providing the preliminary, unaudited pro forma condensed consolidated balance sheet as of August 31, 2026 and the accompanying

notes furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Preliminary Pro Forma Information”). The Preliminary

Pro Forma Information gives effect to the private placement closings as if they had occurred on August 31, 2026. It reflects preliminary

pro forma stockholders’ equity of $8,220,419, exceeding the Stockholders’ Equity Requirement.

Nasdaq

will continue to monitor the Company’s ongoing compliance with the Stockholders’ Equity Requirement and, if at the time of

its next periodic report the Company does not evidence compliance, the Company may be subject to delisting. The Company’s next

periodic report will be its Quarterly Report on Form 10-Q for the quarter ending September 30, 2026. The Company intends to submit this

Current Report on Form 8-K to the Panel in support of a determination that the Company has regained compliance with the Stockholders’

Equity Requirement. This report and the Preliminary Pro Forma Information are being provided in connection with the Company’s request

for a favorable Panel determination. They do not constitute Nasdaq confirmation that the deficiency has been resolved or that the delisting

proceedings have been terminated.

Based

on the completed transactions and management’s assessment of the Company’s financial condition, the Company believes that

it has regained compliance with the Equity Requirement. The Company has requested that the Nasdaq Hearings Panel (the “Panel”)

resolve the previously disclosed stockholders’ equity deficiency and confirm the Company’s compliance. There can be no assurance

that the Panel or Nasdaq will determine that the Company has regained compliance, that any such determination will not be subject to

conditions or a monitoring period, or that the Company will be able to maintain compliance with the Stockholders’ Equity Requirement

or Nasdaq’s other continued listing requirements.

The

Preliminary Pro Forma Information was prepared by the Company’s financial personnel and is the responsibility of management. It

is preliminary, unaudited and based on information available as of September 11, 2026. The presentation does not include all financial

statements and disclosures required by generally accepted accounting principles in the United States (“U.S. GAAP”) and should

not be viewed as a substitute for the Company’s financial statements prepared in accordance with U.S. GAAP. It should be read together

with the Company’s previously filed financial statements and related notes.

The

information remains subject to the completion of financial statement preparation, account reconciliations, closing procedures and the

finalization of estimates and accounting analyses, as well as adjustments arising from the independent registered public accounting firm’s

review of the Company’s quarterly financial statements and audit of its annual financial statements. Potential adjustments include

the classification and valuation of preferred stock, warrants and embedded features; the accounting for the Series A amendment; the allocation

of financing proceeds and offering costs; preferred dividends; accrued liabilities; compensation expense; and other financial statement

items. Final reported amounts may differ materially from the preliminary amounts presented, and any difference could affect the Company’s

assessment of compliance with the Equity Requirement.

The

Preliminary Pro Forma Information reflects only the specified transactions and assumptions described in Exhibit 99.1. It is not a representation

of the Company’s actual financial position on September 11, 2026, a projection of results for the quarter ending September 30,

2026 or the year ending December 31, 2026, or an assurance of continued listing. Further operating losses, dividends, expenses or other

charges may reduce stockholders’ equity. Investors are cautioned against placing undue reliance on this preliminary information.

The

information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section

18 of the Exchange Act or otherwise subject to the liabilities of that section. It shall not be incorporated by reference into any filing

under the Securities Act or the Exchange Act, except to the extent expressly incorporated by specific reference in that filing. This

report does not constitute an offer to sell or a solicitation of an offer to buy any securities. The private placement securities have

not been registered under the Securities Act and may be offered or sold only pursuant to registration or an applicable exemption.

Forward

Looking statements

This

Current Report on Form 8-K contains forward-looking statements. To the extent applicable, the Company intends these statements to be

covered by the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and

Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include expectations

regarding final financial reporting and accounting treatment; the timing and outcome of Nasdaq’s and the Panel’s review;

the Company’s ability to regain and maintain compliance with Nasdaq’s continued listing requirements; and future stockholders’

equity, financial condition and capital needs. Words such as “believes,” “expects,” “estimates,”

“anticipates,” “intends” and “may” and similar expressions may identify such statements.

These

statements are based on current expectations and assumptions and involve risks and uncertainties that may cause actual outcomes to differ

materially. Those risks include adjustments identified during closing, review and audit procedures; changes to the classification, valuation

or accounting treatment of the preferred stock, warrants or related contractual provisions; differences between estimated and actual

offering costs; additional operating losses, preferred dividends and other charges; Nasdaq’s exercise of discretion in evaluating

both current equity and the ability to sustain compliance; additional conditions or information required by Nasdaq; an adverse Panel

determination; the Company’s ability to satisfy other listing standards, obtain required stockholder approvals and comply with

its financing and registration rights obligations; and the availability of additional capital if needed. Additional risks are described

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and its subsequent reports and other filings

with the Securities and Exchange Commission.

Forward-looking

statements are not guarantees of future performance or of a favorable Nasdaq determination and speak only as of the date made. Except

as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement as a result

of new information, future events or otherwise.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

The

following exhibits are being filed herewith:

Exhibit

No.

Description

99.1

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of August 31, 2026 and Accompanying Notes (furnished herewith).

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 11, 2026

Caring

Brands, Inc.

By:

/s/

Glynn Wilson

Name:

Dr.

Glynn Wilson

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

CARING

BRANDS, INC. AND SUBSIDIARIES

UNAUDITED

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

of August 31, 2026

Purpose.

This unaudited pro forma condensed consolidated balance sheet is presented to evidence the Company’s stockholders’ equity

following significant transactions completed after August 31, 2026. The presentation uses August 31, 2026 as the historical balance-sheet

date and separately reflects the post-period transactions that resulted in pro forma compliance with Nasdaq Capital Market Listing Rule

5550(b)(1).

Nasdaq

standard. Nasdaq Listing Rule 5550(b)(1) requires a Nasdaq Capital Market issuer relying on the Equity Standard to maintain stockholders’

equity of at least $2.5 million. The pro forma stockholders’ equity shown below is approximately $8.2 million.

($)

August

31, 2026

Historical

Post-August

Adjustments

Pro

Forma

ASSETS

Cash

and cash equivalents

1,527,362

6,999,900(Note

8,527,262

Inventory,

net

12,807

—

12,807

Prepaid

expenses and other current assets

121,432

—

121,432

Total

current assets

1,661,601

6,999,900

8,661,501

Total

assets

1,661,601

6,999,900

8,661,501

LIABILITIES

Accounts

payable

293,805

—

293,805

Accrued

expenses and other current liabilities

147,277

—

147,277

Total

liabilities

441,082

—

441,082

MEZZANINE

EQUITY

Series

A Convertible Redeemable Preferred Stock

3,852,686

(3,852,686)(Note

—

Total

mezzanine equity

3,852,686

(3,852,686 )

—

STOCKHOLDERS’

EQUITY (DEFICIT)

Common

stock

10,369

—

10,369

Additional

paid-in capital (derived; see Note 3)

7,200,965

10,852,582

18,053,547

Common

stock payable

258,780

—

258,780

Subscription

receivable

(800 )

—

(800 )

Series

A Convertible Preferred Stock

—

Accumulated

deficit

(10,101,481 )

—

(10,101,481 )

Total

stockholders’ equity (deficit)

(2,632,167 )

10,852,586

8,220,419

Total

liabilities, mezzanine equity and stockholders’ equity (deficit)

1,661,601

6,999,900

8,661,501

Unaudited

- Prepared for Nasdaq compliance submission

CARING

BRANDS, INC. AND SUBSIDIARIES

Notes

to Unaudited Pro Forma Condensed Consolidated Financial Information

Note

1 - Basis of presentation. The historical column reflects the Company’s consolidated financial position as of August 31, 2026,

based on management’s month-end closing information and adjusting entries. The pro forma adjustment column reflects only the significant

post-August 31 transactions described below. The information is unaudited and has been prepared for the limited purpose of demonstrating

the effect of those transactions on stockholders’ equity.

Note

2 - PIPE financing. Subsequent to August 31, 2026, the Company completed a preferred-stock private investment in public equity (PIPE)

with gross proceeds of $7,149,900. For purposes of this presentation, estimated offering costs of $150,000 are recorded as a reduction

of additional paid-in capital, resulting in net cash proceeds and an increase in stockholders’ equity of $6,999,900. The final

preferred-stock par value and share count should be conformed to the executed closing documents before submission.

Note

3 - Series A preferred stock reclassification. Subsequent to August 31, 2026, the redemption feature applicable to the outstanding

Series A Convertible Redeemable Preferred Stock was eliminated through the holder’s waiver of redemption rights and the related

amendment to the Certificate of Designation. Accordingly, the $3,852,686 carrying value is presented as a reclassification from mezzanine

equity to permanent stockholders’ equity, with no gain or loss recognized. The pro forma adjustment credits $4 to Series A preferred-stock

par value and $3,852,682 to additional paid-in capital.

Note

4 - August 31 historical balances. Cash and cash equivalents were $1,527,362; inventory was $12,807; prepaid expenses and other current

assets were $121,433; accounts payable were $293,805; and accrued expenses and other current liabilities were $147,277. The prepaid balance

reflects a $44,981 increase from the $76,451 base. The accrued-liability balance includes a $56,436 July-August accrual for the 8% dividend

on Series A Preferred Stock, calculated on the $4,232,686 June 30 redemption-value base for two months. The July-August operating loss

is $256,861. The preferred dividend is reflected as a reduction of equity in arriving at the August 31 accumulated deficit of $10,101,481.

Note

5 - Pro forma stockholders’ equity. Historical stockholders’ deficit at August 31, 2026 is approximately $2,632,168 after

reflecting the updated July-August operating loss of $256,861 and the July-August Series A preferred dividend accrual of $56,436. After

giving effect to the $3,852,686 Series A reclassification and $6,999,900 of net PIPE proceeds, pro forma stockholders’ equity is

approximately $8,220,419.

Note

6 - Reconciliation to September 1, 2026 Form 8-K estimate. The Company’s September 1, 2026 Form 8-K stated a preliminary, unaudited

stockholders’ equity estimate of approximately $5,850,000 following the Initial Closing and the Series A amendment. The detailed

pro forma presented herein produces stockholders’ equity of $8,370,419 before the $150,000 estimated PIPE offering-cost adjustment,

a difference of approximately $2,520,419 from the preliminary estimate. After reflecting the $150,000 estimated offering costs as a reduction

of additional paid-in capital, detailed pro forma stockholders’ equity is $8,220,419.

Nasdaq

Equity Standard - Compliance Summary

Nasdaq

Capital Market Equity Standard

$ 2,500,000

Pro forma

stockholders’ equity

$ 8,220,419

Pro forma

cushion above minimum

$ 5,720,419

Historical balance-sheet

date

August

31, 2026

Source

note. Nasdaq Listing Rule 5550(b)(1), as published by the Nasdaq Listing Center, provides for stockholders’ equity of at least

$2.5 million under the Equity Standard. This document should be read together with the Company’s supporting bank statements, August

31 closing records, PIPE closing documents, preferred-stock waiver/amendment, and other transaction support.

Unaudited

- Prepared for Nasdaq compliance submission

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

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

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

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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.

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

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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.

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