Caring Brands, INC. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CABR The Nasdaq Stock Mar
• $4.00 — re (the " Common Stock ") at a price of $4.00 per share (the " Offering Price "). On
• $4.00 million — erating gross proceeds of approximately $4.00 million and net proceeds (after deducting disco
• $3.23 million — and offering expenses) of approximately $3.23 million. Pursuant to the Underwriting Agreeme

Filing Documents

• form8-k.htm (8-K) — 50KB
• ex1-1.htm (EX-1.1) — 414KB
• ex99-1.htm (EX-99.1) — 12KB
• ex99-2.htm (EX-99.2) — 12KB
• ex99-1_001.jpg (GRAPHIC) — 9KB
• 0001493152-25-023919.txt ( ) — 760KB
• cbra-20251112.xsd (EX-101.SCH) — 3KB
• cbra-20251112_lab.xml (EX-101.LAB) — 33KB
• cbra-20251112_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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): November 12, 2025 Caring Brands, Inc. (Exact name of registrant as specified in its charter) Nevada 001-42941 99-4103908 (State or other jurisdiction of 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 If 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. Initial Public Offering On November 12, 2025, Caring Brands, Inc., a Nevada corporation, (the " Company "), entered into an underwriting agreement (the " Underwriting Agreement ") with D. Boral Capital LLC, acing as the sole underwriter (the " Underwriter ") of the Company's firm commitment underwritten public offering (the " Offering "). Pursuant to the Underwriting Agreement, the Company agreed to sell to the Underwriter an aggregate of 1,000,000 shares (the " Shares ") of the Company's common stock, par value $0.001 per share (the " Common Stock ") at a price of $4.00 per share (the " Offering Price "). On November 14, 2025 (the " Closing Date "), the Company consummated the closing of the Offering, generating gross proceeds of approximately $4.00 million and net proceeds (after deducting discounts and offering expenses) of approximately $3.23 million. Pursuant to the Underwriting Agreement, the Company has granted the Underwriter the option (" Over-Allotment Option "), exercisable for 45 days from November 12, 2025, to purchase up to an additional 150,000 shares of Common Stock from the Company at the Offering Price, less the underwriting discount, to cover over-allotments. The Shares were offered by the Company pursuant to a Registration Statement on Form S-1, as amended (File No. 333-289767), which was originally filed with the Securities and Exchange Commission (the " Commission ") on August 21, 2025, and became automatically effective on October 30, 2025 (the " Registration Statement "). The Underwriting Agreement contains customary representations and warranties that the parties made to, and solely for the benefit of, the other party in the context of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The Company, its officers and directors, and its 10% holders have also agreed to not, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock for a period of one hundred and eighty (180) days following the Closing Date, without the prior written consent of the Underwriter, and certain issuances exempt therein. Underwriter Warrant Pursuant to the Underwriting Agreement, as partial compensation for its services, on November 14, 2025, the Company issued to the Underwriter a warrant to purchase up to 30,000 shares of Common Stock (the " Underwriter Warrant "). In the event, the Underwriter exercises its Over-Allotment Option, the Underwriter Warrant will be increased by an additional approximately 4,500 shares of Common Stock. The Representatives' Warrant is exercisab

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